Common use of Notice of Material Events and Change of Address Clause in Contracts

Notice of Material Events and Change of Address. Borrower will promptly and in no event later than the 3rd Business Day, after becoming aware thereof, notify each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change; (b) the occurrence of any Default; (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change; (d) the occurrence of any Termination Event; (e) any claim of $100,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might exceed such amount, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s properties; and (f) the filing of any suit or proceeding against any Restricted Person in which an adverse decision could, in Borrower’s reasonable opinion, reasonably be expected to cause a Material Adverse Change if successfully prosecuted by the claimant(s). Upon the occurrence of any of the foregoing Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration, default, or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower will also notify Administrative Agent and Administrative Agent’s counsel in writing at least 20 Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or its location under the Uniform Commercial Code.

Notice of Material Events and Change of Address. Borrower will promptly and in no event later than the 3rd Business Day, after becoming aware thereof, notify each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change; (b) the occurrence of any Default; (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change; (d) the occurrence of any Termination Event; (e) any claim of $100,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might exceed such amount, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s properties; and; (f) the filing of any suit or proceeding against any Restricted Person in which an adverse decision could, in Borrower’s reasonable opinion, reasonably be expected to cause a Material Adverse Change if successfully prosecuted by the claimant(s); and (g) the occurrence of any “default” or “event of default” under the First Lien Credit Agreement; (h) promptly upon receipt thereof, all demands or material notices in connection with the First Lien Credit Agreement either received by Borrower or on its behalf; and (i) promptly after the furnishing thereof, copies of any statement, report or notice furnished to any Person (other than routine communications and notices, such as borrowing requests) pursuant to the First Lien Credit Agreement and not otherwise required to be furnished to Administrative Agent or Lenders pursuant to any other provision of the Loan Documents. Upon the occurrence of any of the foregoing Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration, default, or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower will also notify Administrative Agent and Administrative Agent’s counsel in writing at least 20 Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or its location under the Uniform Commercial Code.

Notice of Material Events and Change of Address. The Borrower will promptly and in no event later than the 3rd Business Day, after becoming aware thereof, notify each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, as soon as it becomes aware of: (a) the occurrence of any Material Adverse Change;, (b) the occurrence of any Default;, (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is are bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change;, (d) the occurrence of any Termination Event;, (e) any claim under any Law of $100,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might exceed such amount, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s properties; , and (f) the filing of any suit or proceeding against any Restricted Person in which an adverse decision could, in Borrower’s reasonable opinion, reasonably be expected to could cause a Material Adverse Change if successfully prosecuted by the claimant(s)Change. Upon the occurrence of any of the foregoing Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration, default, default or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. The Borrower will also notify the Administrative Agent and the Administrative Agent’s counsel in writing at least 20 twenty Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or its location under the Uniform Commercial Code.

Notice of Material Events and Change of Address. Borrower Each Restricted Person will promptly and in no event later than the 3rd Business Day, after becoming aware thereof, notify each Lender Party in writingParty, not later than five (5) Business Days after any executive officer of Restricted Persons has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change; (b) the occurrence of any Default; (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change; (d) the occurrence of any Termination Event; (e) Under any Environmental Law, any claim of $100,000 250,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might exceed such amount, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s properties's properties taken as a whole; and (f) the filing of any suit or proceeding proceeding, or the assertion in writing of a claim against any Restricted Person or with respect to any Restricted Person's properties in which an adverse decision could, in Borrower’s reasonable opinion, could reasonably be expected to cause a Material Adverse Change if successfully prosecuted by the claimant(s)Change. Upon the occurrence of any of the foregoing foregoing, Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration, default, or Termination Event, Event to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower Persons will also notify Administrative Agent and Administrative Agent’s 's counsel in writing at least 20 twenty Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or principal place of business or the place where it keeps its location under books and records concerning the Uniform Commercial CodeCollateral, furnishing with such notice any necessary financing statement amendments or requesting Administrative Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. Borrower will promptly and notify Administrative Agent in no event later than the 3rd Business Day, after becoming aware thereof, notify writing (with sufficient copies for each Lender Party or otherwise in writingsuitable form for posting onto the Electronic Platform), stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change;, (b) the occurrence of any Default;, (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any Restricted Person Subsidiary or of any default by the Borrower or any Restricted Person Subsidiary under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change;, (d) the occurrence of any Termination Event;, (e) any claim of $100,000 or more, any matter for which notice of potential liability of any Restricted Person is required under any Environmental Laws which might exceed such amount, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s properties; andSection 6.12(d), (f) the filing of any suit or proceeding against the Borrower or any Restricted Person Subsidiary in which an adverse decision could, in Borrower’s reasonable opinion, reasonably be expected to could cause a Material Adverse Change if successfully prosecuted by Change, (g) the claimant(s)occurrence of any material change or disruption under or with respect to any material contract of Borrower which could cause a Material Adverse Change, (h) any Liquidation of any Hedging Contract, and (i) any demand for the provision of any Junior Obligations. Upon the occurrence of any of the foregoing the Borrower and Restricted Persons Subsidiaries will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration, default, default or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each foregoing (or, in the case of any notice pursuant to Section 6.4(i), such notice will provide reasonable details on any prospective plans to address such demand in accordance with this Section shall be accompanied by Agreement and in a statement of a Responsible Officer of Borrower setting forth details of manner reasonably acceptable to the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect theretoAdministrative Agent). Borrower Bxxxxxxx will also notify Administrative Agent and Administrative Agent’s counsel in writing at least 20 twenty Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that the Borrower or any Restricted Person Subsidiary changes its name or the location of its chief executive office or principal place of business or the place where it keeps its location under books and records concerning the Uniform Commercial CodeCollateral, furnishing with such notice any necessary financing statement amendments or requesting Administrative Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. Borrower will promptly and in no event later than the 3rd Business Day, after becoming aware thereof, notify Administrative Agent in writing (for delivery to each Lender Party in writingParty), stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse ChangeDefault; (b) the occurrence of any Default; (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person in an aggregate principal amount of $1,000,000 or more, or the occurrence of any event which, with the giving of notice or the passage of time, or both, would allow any such acceleration; (c) the occurrence of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could would reasonably be expected to cause a Material Adverse Change; (d) the occurrence of any Termination EventEvent that would reasonably be expected to result in the liability of any Restricted Person in an aggregate amount in excess of the Threshold Amount; (e) any claim of $100,000 the filing or morecommencement of, or the threat in writing of, any notice of potential liability action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority against or affecting any Restricted Person that has not previously disclosed in writing to the Lenders or any material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders) that, in either case, if adversely determined, would reasonably be expected to result in (i) the obligation of any Restricted Person under any Environmental Laws which might exceed such amountto pay damages or make remediation expenditures in excess of the Threshold Amount, (ii) the disruption or any other material adverse claim asserted against any Restricted Person or with respect to delay of any Restricted Person’s propertiesoperations that could reasonably be expected to reduce annual revenues by more than the Threshold Amount, or (iii) any Material Adverse Change; and (f) the filing occurrence of any suit other development that results in, or proceeding against any Restricted Person in which an adverse decision could, in Borrower’s reasonable opinion, would reasonably be expected to cause result in, a Material Adverse Change if successfully prosecuted by the claimant(s). Upon the occurrence of any of the foregoing Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration, default, or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower Manager setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower will also notify Administrative Agent and Administrative Agent’s counsel in writing at least 20 Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or its location under the Uniform Commercial Code.

Notice of Material Events and Change of Address. Borrower Each Credit Party will promptly and in no event notify each Term Lender, not later than the 3rd five (5) Business Day, Days after becoming aware any executive officer of such Credit Party has knowledge thereof, notify each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, of: (ai) the occurrence of any Material Adverse Change;, (bii) the occurrence of any Default or Event of Default;, (ciii) the occurrence of any event or circumstance constituting a "Default" or "Event of Default" (as such terms are defined in the Letter Credit Agreement or the Senior Notes Indenture), (iv) the acceleration of the maturity of any Indebtedness owed by any Restricted Person Credit Party or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change;, (dv) the occurrence of any Termination Event;, -50- (evi) under any Environmental Law, any claim of $100,000 1,000,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which that might be reasonably likely to exceed such amount, amount or any other material adverse claim asserted against any Restricted Person Credit Party or with respect to any Restricted Person’s properties; Credit Party's properties taken as a whole, (vii) any material loss, damage, investigation, action, suit, proceeding, claims, setoff, withholding or other defenses relating to the Collateral or which could result in a Material Adverse Change, and (fviii) the filing of any suit or proceeding proceeding, or the assertion in writing of a claim against any Restricted Person in which an adverse decision could, in Borrower’s reasonable opinion, reasonably be expected Credit Party or with respect to cause a Material Adverse Change if successfully prosecuted by the claimant(s)any Credit Party's properties. Upon the occurrence of any of the foregoing Restricted Persons foregoing, the Credit Parties will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, Event of Default, acceleration, default, default or Termination Event, Event to protect against any such adverse claim, to defend any such suit or proceeding, proceeding and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower The Credit Parties will also notify Administrative the Term Lender Agent and Administrative the Term Lender Agent’s 's counsel in writing at least 20 twenty (20) Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person Credit Party changes its name or the location of its chief executive office or principal place of business or the place where it keeps its location under books and records concerning the Uniform Commercial CodeCollateral, furnishing with such notice any necessary financing statement amendments or requesting the Term Lender Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. Borrower will promptly promptly, and in no event later than the 3rd third Business Day, after becoming aware thereof, notify Administrative Agent and each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse ChangeEffect; (b) the occurrence of any Default; (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person in an aggregate principal amount of $500,000 or more, or the occurrence of any event which, with the giving of notice or the passage of time, or both, would allow any such acceleration or the occurrence of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause have a Material Adverse ChangeEffect; (d) the occurrence of any Termination Event; (e) any (i) claim of $100,000 500,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which (or any environmental permits, licenses or authorizations in connection with any Restricted Person’s ownership or use of its properties or the operation of its business) that might exceed such amount, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s properties; and, or (ii) action or proceeding against or of any noncompliance by any Restricted Person with any Environmental Laws or environmental permit that could reasonably be expected to cause any Restricted Person’s property to be subject to any material restrictions on use in the Restricted Persons’ businesses under any Environmental Law; (f) the filing occurrence of any suit casualty in respect of any property of any Restricted Person, or the commencement of any condemnation proceeding or the suspension of any right to operate, in each case in respect of any property of any Restricted Person, which could have a Material Adverse Effect; and (g) the filing or commencement of, or the threat in writing of, any action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority against or affecting any Restricted Person that has not previously disclosed in which an writing to the Lenders or any material adverse decision coulddevelopment in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders) that, in Borrower’s reasonable opinioneither case, if adversely determined, could reasonably be expected to cause a result in (i) the obligation of any Restricted Person to pay damages or make remediation expenditures in excess of $500,000, (ii) the disruption or delay of any Restricted Person’s operations that could reasonably be expected to reduce annual revenues by more than $500,000, or (iii) any Material Adverse Change if successfully prosecuted by the claimant(s)Effect. Upon the occurrence of any of the foregoing events, Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse ChangeEffect, Default, acceleration, potential acceleration, default, or Termination Event, to protect against any such adverse claim, to defend any such suit action, suit, proceeding investigation or proceedingarbitration, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower will also notify the Administrative Agent and Administrative Agent’s counsel in writing at least 20 Business Days no later than ten (or such shorter time as Administrative Agent may approve in writing10) days prior to the date that any Restricted Person changes its name name, or the location of its chief executive office or its location of jurisdiction under the Uniform Commercial Code.

Notice of Material Events and Change of Address. Borrower will promptly and in no event later than the 3rd Business Daypromptly, after becoming aware thereof, notify each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change; (b) the occurrence of any Default; (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change; (d) the occurrence of any Termination Event; (e) any material changes in Borrower’s accounting or financial reporting practices; (f) any claim of $100,000 250,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might exceed such amount$500,000, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s properties; and (fg) the filing of any suit or proceeding against any Restricted Person in which an adverse decision could, in Borrower’s reasonable opinion, reasonably be expected to could cause a Material Adverse Change if successfully prosecuted by the claimant(s)or of any dispute, litigation, investigation, proceeding or suspension, or any material development therein, between any Restricted Person and any Governmental Authority. Upon the occurrence of any of the foregoing Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration, default, or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower will also notify Administrative Agent and Administrative Agent’s counsel in writing at least 20 twenty (20) Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or its “location” under Section 9.307 of the location of its chief executive office or its location under the Uniform Commercial CodeUCC.

Notice of Material Events and Change of Address. Borrower Each Restricted Person will promptly and in no event later than the 3rd Business Day, after becoming aware thereof, notify each Lender Party in writingParty, not later than five (5) Business Days after any executive officer of Restricted Persons has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change;, (b) the occurrence of any Default;, (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change;, (d) the occurrence of any Termination Event;, (e) Under any Environmental Law, any claim of the Dollar Equivalent of $100,000 1,000,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might be reasonably likely to exceed such amount, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s properties; 's properties taken as a whole, and (f) the filing of any suit or proceeding proceeding, or the assertion in writing of a claim against any Restricted Person or with respect to any Restricted Person's properties in which an adverse decision could, in Borrower’s reasonable opinion, reasonably could be expected to cause a Material Adverse Change if successfully prosecuted by the claimant(s)Change. Upon the occurrence of any of the foregoing foregoing, Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration, default, or Termination Event, Event to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower Persons will also notify Administrative Agent and Administrative Agent’s 's counsel in writing at least 20 twenty Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or principal place of business or the place where it keeps its location under books and records concerning the Uniform Commercial CodeCollateral, furnishing with such notice any necessary financing statement amendments or requesting Administrative Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. Borrower will promptly and in no event later than the 3rd Business Day, after becoming aware thereof, notify each Lender Party Administrative Agent in writing, stating that such notice is being given pursuant to this Agreement, of: (a) (k) the occurrence of any Material Adverse Change;, (b) (l) the occurrence of any Default;, (c) (m) the acceleration of the maturity of any Indebtedness owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change;, (d) (n) the occurrence of any Termination Event;, (e) (o) any claim of $100,000 2,000,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might exceed such amount, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s properties; and, (f) (p) the filing of any suit or proceeding against any Restricted Person in which an adverse decision could, in Borrower’s reasonable opinion, reasonably be expected to could cause a Material Adverse Change if successfully prosecuted by Change, and (g) (q) the claimant(s)acquisition or creation of any Subsidiary of Borrower. Upon the occurrence of any of the foregoing foregoing, Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration, default, default or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower will also notify Administrative Agent and Administrative Agent’s counsel in writing at least 20 twenty Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or principal place of business or the place where it keeps its location under books and records concerning the Uniform Commercial CodeCollateral, furnishing with such notice any necessary financing statement amendments or requesting Administrative Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. Borrower will shall promptly and (but in no event later than the 3rd five (5) Business DayDays after knowledge thereof), after becoming aware thereofit has knowledge, notify Administrative Agent and each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, ofLender: (ai) of the occurrence of any act, condition or event that is reasonably likely to have a Material Adverse ChangeEffect; (bii) of the occurrence of any Default; (ciii) of the acceleration of the maturity of any Indebtedness owed by any Restricted Related Person or any Guarantor or of any default by any Restricted Related Person or any Guarantor under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause might have a Material Adverse ChangeEffect; (div) of the occurrence of any Termination Event; (ev) of any claim in an amount equal to 1% of $100,000 Spinnaker Exploration Company’s Consolidated shareholder equity (based upon the most recent financial statements delivered pursuant to Section 6.1(b)), or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might exceed such amount, or any other material adverse claim asserted against any Restricted Related Person or any Guarantor or with respect to any Restricted Related Person’s propertiesor Guarantor’s properties which might exceed such amount; (vi) of the institution of any material action, suit, proceedings, governmental investigation or arbitration against or affecting any Related Person or any Guarantor not previously disclosed in writing to Administrative Agent pursuant to this Section 6.1 or any material development in action, suit, proceeding, governmental investigation or arbitration already disclosed in either case which is likely to constitute a Material Adverse Effect; (vii) the creation, acquisition or other formation of a Subsidiary of the Borrower; and (fviii) any Lease Default (as defined in the filing Front Runner Lease Documents) or any other material default by FR Spar Co. under any of any suit or proceeding against any Restricted Person in which an adverse decision could, in Borrower’s reasonable opinion, reasonably be expected to cause a Material Adverse Change if successfully prosecuted by the claimant(s)Front Runner Lease Documents. Upon the occurrence of any of the foregoing Restricted foregoing, either the Related Persons will or the Guarantors, as applicable, shall take all necessary or appropriate steps to remedy promptly any such Material Adverse ChangeEffect, Default, acceleration, default, default or Termination Event, Event to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section Borrower shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower will also notify Administrative Agent and Administrative Agent’s counsel in writing at least 20 Business Days thirty (or such shorter time as Administrative Agent may approve in writing30) days prior to the date that any Restricted Related Person or any Guarantor changes its name or the location of its chief executive office or principal place of business or the place where it keeps its location under books and records concerning the Uniform Commercial Codeproperties and assets of such Related Person or such Guarantor, including the Collateral, furnishing with such notice any necessary financing statement amendments or requesting Administrative Agent and its counsel to prepare the same.” (y) Section 6.1(j) of the Credit Agreement is hereby amended by inserting the following new sentence immediately following the last sentence of the existing Section 6.1(j): “Notwithstanding anything to the contrary in this Section 6.1(j), the Front Runner Reserve Rights shall not be deemed to violate the provisions of this Section 6.1(j); provided that any sale, lease, transfer, exchange, alienation or disposition by the Borrower of its working interest in the Front Runner Reserves, including upon the exercise of any such rights, shall be made only to the extent permitted by, and in accordance with, Section 6.2(d)(iii).” (z) Section 6.2(a)(vi) of the Credit Agreement is hereby amended to delete the phrase “or Spinnaker Exploration Company”. (aa) Section 6.2(a)(viii) of the Credit Agreement is hereby amended and restated in its entirety to provide:

Notice of Material Events and Change of Address. The Borrower will promptly and in no event later than the 3rd Business Day, after becoming aware thereof, notify each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event which would have a Material Adverse Change;Effect, (b) the occurrence of any Default;, (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person Loan Party having a principal balance of more than $35,000,000, or of any default by any Restricted Person Loan Party under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause would have a Material Adverse Change;Effect, (d) the occurrence of any Termination ERISA Event;, (e) any single claim of $100,000 35,000,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might would reasonably be expected to exceed such amount, or any other material adverse claim asserted against any Restricted Person Loan Party or with respect to any Restricted PersonLoan Party’s properties; and, (f) the filing of any suit or proceeding against any Restricted Person Loan Party in which an adverse decision could, in Borrower’s reasonable opinion, reasonably be expected to cause would have a Material Adverse Change if successfully prosecuted Effect, (g) any material change in the accounting or financial reporting practices of the Borrower or its Subsidiaries, and (h) any announcement by the claimant(s)Xxxxx’x or S&P of any change or possible change in Debt Rating. Upon the occurrence of any of the foregoing Restricted Persons foregoing, the Loan Parties will take all necessary or appropriate steps to remedy promptly any such Material Adverse ChangeEffect, Default, acceleration, default, default or Termination ERISA Event, to H-712479.11 37 protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. The Borrower will also notify Administrative Agent and Administrative Agent’s counsel in writing at least 20 Business Days (or such shorter time as Administrative Agent may approve promptly in writing) prior to the date event that any Restricted Person Loan Party changes its name or the location of its chief executive office or its location under the Uniform Commercial Codeoffice.

Notice of Material Events and Change of Address. Borrower will promptly and in no event later than the 3rd Business Day, after becoming aware thereof, notify each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, ofpromptly upon Borrower having knowledge thereof: (ai) the occurrence of any Material Adverse Change;material adverse change in Borrower's individual or Consolidated financial condition or in the aggregate value of the Collateral, (bii) of the occurrence of any Default;, (ciii) of the acceleration of the maturity of any Indebtedness Debt owed by any Restricted Related Person or of any default by any Restricted Related Person or any Subsidiary of the Related Persons under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause might have a Material Adverse Change;material adverse effect upon such Related Person's Consolidated financial condition or on the value of any material part of the Collateral, (div) the occurrence of any Termination Event; (e) any claim of $100,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might exceed such amount, or any other material adverse claim asserted filed against any Restricted Related Person or any Subsidiary of any Related Person or with respect to any Restricted Related Person’s properties; 's properties or any property of any Subsidiary of any Related Person, and (fv) the filing of any suit circumstance or proceeding against any Restricted Person event which would cause the representations and warranties contained in which an adverse decision couldSections 4.1(i), in Borrower’s reasonable opinion, reasonably (j) or (k) to be expected to cause a Material Adverse Change incorrect if successfully prosecuted by remade on and as of the claimant(s)occurrence of such circumstance or event. Upon the occurrence of any of the foregoing Restricted Persons Borrower will take all necessary or appropriate steps to remedy promptly any such Material Adverse Changematerial adverse change, Default, acceleration, default, default or Termination Event, to protect against any such adverse claim, to defend any such suit circumstance or proceedingevent, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower will also notify Administrative Agent and Administrative Agent’s counsel Lender in writing at least 20 twenty Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Related Person changes its name or the location of its chief executive office or principal place of business or the place where it keeps its location under books and records concerning the Uniform Commercial CodeCollateral, furnishing with such notice any necessary financing statement amendments or requesting Lender and its counsel to prepare the same.

Notice of Material Events and Change of Address. Borrower Each ----------------------------------------------- Restricted Person will promptly and in no event later than the 3rd Business Day, after becoming aware thereof, notify each Lender Party in writingParty, not later than five (5) Business Days after any executive officer of Restricted Persons has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change;, (b) the occurrence of any Default;, (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change;, (d) the occurrence of any Termination Event;, (e) Under any Environmental Law, any claim of the Dollar Equivalent of $100,000 1,000,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might be reasonably likely to exceed such amount, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s properties; 's properties taken as a whole, and (f) the filing of any suit or proceeding proceeding, or the assertion in writing of a claim against any Restricted Person or with respect to any Restricted Person's properties in which an adverse decision could, in Borrower’s reasonable opinion, reasonably could be expected to cause a Material Adverse Change if successfully prosecuted by the claimant(s)Change. Upon the occurrence of any of the foregoing foregoing, Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration, default, or Termination Event, Event to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower Persons will also notify Administrative Agent and Administrative Agent’s 's counsel in writing at least 20 twenty Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or principal place of business or the place where it keeps its location under books and records concerning the Uniform Commercial CodeCollateral, furnishing with such notice any necessary financing statement amendments or requesting Administrative Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. Borrower will promptly and in no event later than the 3rd Business Daypromptly, after becoming aware thereof, notify each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, of: (a) the The occurrence of any Material Adverse Change; (b) the occurrence of any Default; (c) the acceleration of the maturity of any Indebtedness in an amount in excess of $100,000 owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change; (d) the occurrence of any Termination Event; (e) any claim of $100,000 or more, any written notice of potential liability of any the Restricted Person Persons under any Environmental Laws which might would reasonably be expected to exceed such amountthe Environmental Threshold Amount; (f) the filing of any suit or proceeding, or any other material adverse claim asserted the assertion in writing of a claim, against any Restricted Person or with respect to any Restricted Person’s properties; and (f) the filing of any suit or proceeding against any Restricted Person properties in which an adverse decision could, in Borrower’s reasonable opinion, would reasonably be expected to cause a Material Adverse Change if successfully prosecuted by result in liability of the claimant(s)Restricted Persons in excess of the Threshold Amount; and (g) the damage or destruction of any material part of the Collateral. Upon the occurrence of any of the foregoing Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration, default, default or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower will also notify Administrative Agent and Administrative Agent’s counsel in writing at least 20 twenty Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or its location under the Uniform Commercial Code.

Notice of Material Events and Change of Address. Borrower will promptly and in no event later than the 3rd Business Daywill, after becoming aware it has knowledge thereof, promptly notify each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, of: (a) : the occurrence of any Material Adverse Change; (b) , the occurrence of any Default or Event of Default; (c) , the acceleration of the maturity of any Indebtedness owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change; (d) , the occurrence of any Termination Event; (e) , any claim that is reasonably likely to result in liability to the Borrower and its Subsidiaries of $100,000 5,000,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might exceed such amountthat is reasonably likely to result in liability to the Borrower and its Subsidiaries of $5,000,000 or more, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s properties; and (f) , the filing of any suit or proceeding against any Restricted Person in which an adverse decision could, in Borrower’s reasonable opinion, could reasonably be expected to cause a Material Adverse Change if successfully prosecuted by Change, and the claimant(sfiling of any material financing statement, registration of a pledge (such as with an issuer of uncertificated securities), or other arrangement or action which would serve to perfect a Lien, in each case other than in connection with a Permitted Lien, regardless of whether such financing statement is filed, such registration is made, or such arrangement or action is undertaken before or after such Lien exists. Upon the occurrence of any of the foregoing Restricted Persons will take all necessary or appropriate steps to promptly remedy promptly any such Material Adverse Change, Default, Event of Default, acceleration, default, default or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower will also notify Administrative Agent and Administrative Agent’s counsel in writing at least 20 ten (10) Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or its location under the Uniform Commercial Code.

Notice of Material Events and Change of Address. Borrower will promptly and in no event later than the 3rd Business Day, after becoming aware thereof, notify each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change;, (b) the occurrence of any Default;, (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change;, (d) the occurrence of any ERISA Termination Event;, (e) any claim of $100,000 [***]* or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might exceed such amount, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s 's properties; and, (f) the filing of any suit or proceeding against any Restricted Person in which an adverse decision could, in Borrower’s reasonable opinion, could reasonably be expected to cause a Material Adverse Change if successfully prosecuted by Change, (g) the claimant(s)commencement of any federal or state governmental or quasi-governmental investigation that could reasonably be expected to affect the eligibility of any Restricted Person for government reimbursement, including without limitation, any investigation relating to the Medicare or Medicaid programs or the Clinical Laboratory Improvement Act, and (h) the change in the Fiscal Year of any Restricted Person. Upon the occurrence of any of the foregoing Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration, default, default or ERISA Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower will also notify Administrative Agent and Administrative Agent’s 's counsel in writing at least 20 twenty Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or principal place of business or the place where it keeps its location under books and records concerning the Uniform Commercial CodeCollateral, furnishing with such notice any necessary financing statement amendments or requesting Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. Borrower will promptly and in no event later than the 3rd Business Daywill, after becoming aware it has knowledge thereof, promptly notify each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change;, (b) the occurrence of any Default or Event of Default;, (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change;, (d) the occurrence of any Termination Event;, (e) any claim of $100,000 1,000,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might exceed such amount, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s 's properties; and, (f) the filing of any suit or proceeding against any Restricted Person in which an adverse decision could, in Borrower’s reasonable opinion, could reasonably be expected to cause a Material Adverse Change if successfully prosecuted by Change, and (g) the claimant(sfiling of any material financing statement, registration of a pledge (such as with an issuer of uncertificated securities), or other arrangement or action which would serve to perfect a Lien, regardless of whether such financing statement is filed, such registration is made, or such arrangement or action is undertaken before or after such Lien exists. Upon the occurrence of any of the foregoing Restricted Persons will take all necessary or appropriate steps to promptly remedy promptly any such Material Adverse Change, Default, Event of Default, acceleration, default, default or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower will also notify Administrative Agent and Administrative Agent’s 's counsel in writing at least 20 ten (10) Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or its location under the Uniform Commercial Code.

Notice of Material Events and Change of Address. Borrower will promptly and in no event later than the 3rd Business Daypromptly, after becoming aware thereof, notify each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change; (b) the occurrence of any Default; (c) the acceleration of the maturity of any Indebtedness in an amount in excess of $100,000 owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change; (d) the occurrence of any Termination Event; (e) any claim of $100,000 or more, any written notice of potential liability of any the Restricted Person Persons under any Environmental Laws which might would reasonably be expected to exceed such amountthe Environmental Threshold Amount; (f) the filing of any suit or proceeding, or any other material adverse claim asserted the assertion in writing of a claim, against any Restricted Person or with respect to any Restricted Person’s properties; and (f) the filing of any suit or proceeding against any Restricted Person properties in which an adverse decision could, in Borrower’s reasonable opinion, would reasonably be expected to cause a Material Adverse Change if successfully prosecuted result in liability of the Restricted Persons in excess of the Threshold Amount; (g) the damage or destruction of any material part of the Collateral; (h) the occurrence of any “default” or “event of default” under the Second Lien Credit Agreement; and (i) promptly upon receipt thereof, all demands or material notices in connection with the Permitted Second Lien Debt either received by the claimant(s)Borrower or on its behalf. Upon the occurrence of any of the foregoing Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration, default, default or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower will also notify Administrative Agent and Administrative Agent’s counsel in writing at least 20 twenty Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or its location under the Uniform Commercial Code.

Notice of Material Events and Change of Address. Promptly after any officer of Borrower obtains knowledge thereof, Borrower will promptly and in no event later than the 3rd Business Day, after becoming aware thereof, notify each Lender Party Administrative Agent in writing, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change;, (b) the occurrence of any Default;, (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change;, (d) the occurrence of any Termination Event;, (e) any claim of $100,000 10,000,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might exceed such amount, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s properties; , and (f) the filing of any suit or proceeding against any Restricted Person in which an adverse decision could, in Borrower’s reasonable opinion, could reasonably be expected to cause a Material Adverse Change if successfully prosecuted by the claimant(s)Change. Upon the occurrence of any of the foregoing Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration, default, default or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower will also notify Administrative Agent and Administrative Agent’s counsel in writing at least 20 twenty Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or principal place of business or the place where it keeps its location under books and records, furnishing with such notice any necessary financing statement amendments or requesting Administrative Agent and its counsel to prepare the Uniform Commercial Codesame.

Notice of Material Events and Change of Address. Borrower will promptly and in no event later than the 3rd Business Daywill, after becoming aware it has knowledge thereof, promptly notify each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change;, (b) the occurrence of any Default or Event of Default;, (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change;, (d) the occurrence of any Termination Event;, (e) any claim of $100,000 2,000,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might exceed such amount, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s properties; and, (f) the filing of any suit or proceeding against any Restricted Person in which an adverse decision could, in Borrower’s reasonable opinion, could reasonably be expected to cause a Material Adverse Change if successfully prosecuted by Change, and (g) the claimant(sfiling of any material financing statement, registration of a pledge (such as with an issuer of uncertificated securities), or other arrangement or action which would serve to perfect a Lien, regardless of whether such financing statement is filed, such registration is made, or such arrangement or action is undertaken before or after such Lien exists. Upon the occurrence of any of the foregoing Restricted Persons will take all necessary or appropriate steps to promptly remedy promptly any such Material Adverse Change, Default, Event of Default, acceleration, default, default or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower will also notify Administrative Agent and Administrative Agent’s counsel in writing at least 20 ten (10) Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or its location under the Uniform Commercial Code.

Notice of Material Events and Change of Address. Borrower The Borrowers will promptly and in no event later than the 3rd Business Daypromptly, after becoming aware thereof, notify each the Lender Party in writing, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change; (b) the occurrence of any Default; (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change; (d) the occurrence of any Termination Event; (e) any claim of $100,000 200,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might exceed such amount, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s properties; and; (f) the filing of any suit or proceeding against any Restricted Person in which an adverse decision could, in Borrower’s reasonable opinion, reasonably be expected to could cause a Material Adverse Change if successfully prosecuted Change; and (g) any material change of accounting policies or financial reporting practices by the claimant(s)any Restricted Person. Upon the occurrence of any of the foregoing Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration, default, or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower Borrowers will also notify Administrative Agent the Lender and Administrative Agentthe Lender’s counsel in writing at least 20 twenty Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or its location under the Uniform Commercial Code.

Notice of Material Events and Change of Address. Borrower will promptly and in no event later than the 3rd Business Day----------------------------------------------- promptly, after becoming aware thereofit has knowledge, notify Administrative Agent and each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, ofLender: (ai) of the occurrence of any act, condition or event which is reasonably likely to have a Material Adverse ChangeEffect; (bii) of the occurrence of any Default; (ciii) of the acceleration of the maturity of any Indebtedness owed by any Restricted Related Person or of any default by any Restricted Related Person under any indenture, mortgage, agreement, 49 contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause might have a Material Adverse ChangeEffect; (div) of the occurrence of any Termination Event; (ev) of any claim in an amount equal to 1% of $100,000 Spinnaker Exploration Company's consolidated shareholder equity (based upon the most recent financial statements delivered pursuant to Section 6.1(b)), or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might exceed such amount, or any other material adverse claim asserted against any Restricted Related Person or with respect to any Restricted Related Person’s properties's properties which might exceed such amount; (vi) of the institution of any material action, suit, proceedings, governmental investigation or arbitration against or affecting any Related Person not previously disclosed in writing to Administrative Agent pursuant to this Section 6.1 or any material development in action, suit, proceeding, governmental investigation or arbitration already disclosed in either case which is likely to constitute a Material Adverse Effect; (vii) copies of all notices of default, notices, amendments, waivers and other documents delivered or received by any Related Person pursuant to the terms of the PGS Data Contract (excluding minor correspondence, notices of delivery of data and the like); and (fviii) the filing creation, acquisition or other formation of any suit or proceeding against any Restricted Person in which an adverse decision could, in a Subsidiary of the Borrower’s reasonable opinion, reasonably be expected to cause a Material Adverse Change if successfully prosecuted by the claimant(s). Upon the occurrence of any of the foregoing Restricted the Related Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Changematerial adverse change, Default, acceleration, default, default or Termination Event, Event to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower will also notify Administrative Agent and Administrative Agent’s counsel in writing at least 20 Business Days thirty (or such shorter time as Administrative Agent may approve in writing30) days prior to the date that any Restricted Related Person changes its name or the location of its chief executive office or principal place of business or the place where it keeps its location under books and records concerning the Uniform Commercial CodeCollateral, furnishing with such notice any necessary financing statement amendments or requesting Administrative Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. The Borrower will promptly and in no event later than the 3rd Business Daypromptly, after becoming aware thereof, notify each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change; (b) the occurrence of any Default or Event of Default; (c) the acceleration of the maturity of any Indebtedness in an amount in excess of $100,000 owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change; (d) the occurrence of any Termination Event; (e) any claim of $100,000 or more, any written notice of potential liability of any the Restricted Person Persons under any Environmental Laws which might would reasonably be expected to exceed such amountthe Environmental Threshold Amount; (f) the filing of any suit or proceeding, or any other material adverse claim asserted the assertion in writing of a claim, against any Restricted Person or with respect to any Restricted Person’s properties; and (f) the filing of any suit or proceeding against any Restricted Person properties in which an adverse decision could, in Borrower’s reasonable opinion, would reasonably be expected to cause a Material Adverse Change if successfully prosecuted result in liability of the Restricted Persons in excess of the Threshold Amount; (g) the damage or destruction of any material part of the Collateral; (h) the occurrence of any “default” or “event of default” under the First Lien Credit Agreement; and (i) promptly upon receipt thereof, all demands or material notices in connection with the Permitted First Lien Debt or any Permitted Refinancing either received by the claimant(s)Borrower or on its behalf. Upon the occurrence of any of the foregoing foregoing, each Restricted Persons Person will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration, default, default or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. The Borrower will also notify Administrative Agent and Administrative Agent’s counsel in writing at least 20 twenty (20) Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or its location under the Uniform Commercial Code.

Notice of Material Events and Change of Address. Borrower Each Credit Party will promptly and in no event notify each Lender, not later than the 3rd five Business Day, Days after becoming aware any executive officer of such Credit Party has knowledge thereof, notify each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, of: (ai) the occurrence of any Material Adverse Change;, (bii) the occurrence of any Default;, (ciii) the acceleration of the maturity of any Indebtedness owed by any Restricted Person Credit Party or of (A) any default by EOTT MLP under the EOTT MLP Senior Notes Indenture or (B) any Restricted Person default by EOTT MLP or any other Credit Party under any indentureindenture (other than the EOTT MLP Senior Notes Indenture), mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default referred to in this subclause (B) could reasonably be expected to cause a Material Adverse Change;, (div) the occurrence of any Termination Event;, (ev) Under any Environmental Law, any claim of $100,000 1,000,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which that might be reasonably likely to exceed such amount, amount or any other material adverse claim asserted against any Restricted Person Credit Party or with respect to any Restricted Person’s Credit Party's properties taken as a whole, (vi) (A) any material loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or which would result in any material adverse change in such Credit Party's business, properties; , assets, goodwill or condition, financial or otherwise, and (B) the occurrence of any Event of Default or event which, with the passing of time or giving of notice or both, would constitute an Event of Default, and (fvii) the filing of any suit or proceeding proceeding, or the assertion in writing of a claim against any Restricted Person Credit Party or with respect to any Credit Party's properties in which an adverse decision could, in Borrower’s reasonable opinion, reasonably be expected to could cause a Material Adverse Change if successfully prosecuted by the claimant(s)Change. Upon the occurrence of any of the foregoing Restricted Persons foregoing, the Credit Parties will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration, default, default or Termination Event, Event to protect against any such adverse claim, to defend any such suit or proceeding, proceeding and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower The Credit Parties will also notify the Administrative Agent and the Administrative Agent’s 's counsel in writing at least 20 Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person Credit Party changes its name or the location of its chief executive office or principal place of business or the place where it keeps its location under books and records concerning the Uniform Commercial CodeCollateral, furnishing with such notice any necessary financing statement amendments or requesting the Administrative Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. Borrower Each ----------------------------------------------- Restricted Person will promptly and in no event later than the 3rd Business Day, after becoming aware thereof, notify each Lender Party in writingParty, not later than five (5) Business Days after any executive officer of Restricted Persons has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change;, (b) the occurrence of any Default;, (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change;, (d) the occurrence of any Termination Event;, (e) Under any Environmental Law, any claim of $100,000 1,000,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might be reasonably likely to exceed such amount, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s properties; 's properties taken as a whole, and (f) the filing of any suit or proceeding proceeding, or the assertion in writing of a claim against any Restricted Person or with respect to any Restricted Person's properties in which an adverse decision could, in Borrower’s reasonable opinion, reasonably could be expected to cause a Material Adverse Change if successfully prosecuted by the claimant(s)Change. Upon the occurrence of any of the foregoing Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration, default, default or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower Persons will also notify Administrative Agent and Administrative Agent’s 's counsel in writing at least 20 twenty Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or principal place of business or the place where it keeps its location under books and records concerning the Uniform Commercial CodeCollateral, furnishing with such notice any necessary financing statement amendments or requesting Administrative Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. Borrower will promptly and in no event later than the 3rd Business Day, after becoming aware thereof, notify each Lender Party in writingParty, not later than five (5) Business Days after any executive officer of Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change;, (b) the occurrence of any Default;, (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change;, (d) the occurrence of any Termination Event;, (e) any claim of $100,000 1,000,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might be reasonably likely to exceed such amount, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s properties; 's properties taken as a whole, and (f) the filing of any suit or proceeding against any Restricted Person in which an adverse decision could, in Borrower’s reasonable opinion, reasonably be expected to could cause a Material Adverse Change if successfully prosecuted by the claimant(s)Change. Upon the occurrence of any of the foregoing Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration, default, default or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower will also notify Administrative Agent and Administrative Agent’s 's counsel in writing at least 20 twenty Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or principal place of business or the place where it keeps its location under books and records concerning the Uniform Commercial CodeCollateral, furnishing with such notice any necessary financing statement amendments or requesting Administrative Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. Borrower Each Credit Party will promptly and in no event notify each LC Participant, not later than the 3rd five (5) Business Day, Days after becoming aware any executive officer of such Credit Party has knowledge thereof, notify each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, of: (ai) the occurrence of any Material Adverse Change;, (bii) the occurrence of any Default or Event of Default;, (ciii) the occurrence of any event or circumstance constituting a "Default" or "Event of Default" (as such terms are defined in the Xxxxxx Credit Agreement or the Senior Notes Indenture), (iv) the acceleration of the maturity of any Indebtedness owed by any Restricted Person Credit Party or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change;, (dv) the occurrence of any Termination Event;, (evi) under any Environmental Law, any claim of $100,000 1,000,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which that might be reasonably likely to exceed such amount, amount or any other material adverse claim asserted against any Restricted Person Credit Party or with respect to any Restricted Person’s properties; Credit Party's properties taken as a whole, (vii) any material loss, damage, investigation, action, suit, proceeding, claims, setoff, withholding or other defenses relating to the Collateral or which could result in any Material Adverse Change, and (fviii) the filing of any suit or proceeding proceeding, or the assertion in writing of a claim against any Restricted Person in which an adverse decision could, in Borrower’s reasonable opinion, reasonably be expected Credit Party or with respect to cause a Material Adverse Change if successfully prosecuted by the claimant(s)any Credit Party's properties. Upon the occurrence of any of the foregoing Restricted Persons foregoing, the Credit Parties will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, Event of Default, acceleration, default, default or Termination Event, Event to protect against any such adverse claim, to defend any such suit or proceeding, proceeding and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower The Credit Parties will also notify Administrative the LC Agent and Administrative the LC Agent’s 's counsel in writing at least 20 twenty (20) Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person Credit Party changes its name or the location of its chief executive office or principal place of business or the place where it keeps its location under books and records concerning the Uniform Commercial CodeCollateral, furnishing with such notice any necessary financing statement amendments or requesting the LC Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. Borrower will promptly and in no event later than the 3rd Business Daywill, after becoming aware it has knowledge thereof, promptly notify each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change;, (b) the occurrence of any Default or Event of Default;, (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change;, (d) the occurrence of any Termination Event;Event that could reasonably be expected to cause a Material Adverse Change, (e) any claim that is reasonably likely to result in liability to the Borrower and its Subsidiaries of $100,000 5,000,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might exceed such amountthat is reasonably likely to result in liability to the Borrower and its Subsidiaries of $5,000,000 or more, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s properties; and, (f) the filing of any suit or proceeding against any Restricted Person in which an adverse decision could, in Borrower’s reasonable opinion, could reasonably be expected to cause a Material Adverse Change if successfully prosecuted by Change, and (g) the claimant(sfiling of any material financing statement, registration of a pledge (such as with an issuer of uncertificated securities), or other arrangement or action which would serve to perfect a Lien, in each case other than in connection with a Permitted Lien, regardless of whether such financing statement is filed, such registration is made, or such arrangement or action is undertaken before or after such Lien exists. Upon the occurrence of any of the foregoing Restricted Persons will take all necessary or appropriate steps to promptly remedy promptly any such Material Adverse Change, Default, Event of Default, acceleration, default, default or Termination EventEvent (to the extent such Termination Event can be remedied), to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower will also notify Administrative Agent and Administrative Agent’s counsel in writing at least 20 ten (10) Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or its location under the Uniform Commercial Code.

Notice of Material Events and Change of Address. Borrower Each Debtor will promptly and in no event notify each Term Lender, not later than the 3rd five Business Day, Days after becoming aware any executive officer of such Debtor has knowledge thereof, notify each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, of: (ai) the occurrence of any Material Adverse Change;, (bii) the occurrence of any Default;, (ciii) the acceleration of the maturity of any Indebtedness owed by any Restricted Person Debtor or of any default by any Restricted Person under any post-petition indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change;, (div) the occurrence of any Termination Event;, -40- (ev) Under any Environmental Law, any claim of $100,000 1,000,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which that might be reasonably likely to exceed such amount, amount or any other material adverse claim asserted against any Restricted Person Debtor or with respect to any Restricted Person’s properties; Debtor's properties taken as a whole, (1) any material loss, damage, investigation, action, suit, proceeding, claims, setoff, withholding or other defenses relating to the Collateral, and (2) the occurrence of any Event of Default or event which, with the passing of time or giving of notice or both, would constitute an Event of Default, and (fvii) the filing of any suit or proceeding proceeding, or the assertion in writing of a claim against any Restricted Person in which an adverse decision could, in Borrower’s reasonable opinion, reasonably be expected Debtor or with respect to cause a Material Adverse Change if successfully prosecuted by the claimant(s)any Debtor's properties. Upon the occurrence of any of the foregoing Restricted Persons foregoing, the Debtors will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration, default, default or Termination Event, Event to protect against any such adverse claim, to defend any such suit or proceeding, proceeding and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower The Debtors will also notify Administrative the Term Lender Agent and Administrative the Term Lender Agent’s 's counsel in writing at least 20 Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person Debtor changes its name or the location of its chief executive office or principal place of business or the place where it keeps its location under books and records concerning the Uniform Commercial CodeCollateral, furnishing with such notice any necessary financing statement amendments or requesting the Term Lender Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. Borrower will promptly and in no event later than the 3rd Business Daywill, after becoming aware it has knowledge thereof, promptly notify each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change;, (b) the occurrence of any Default or Event of Default;, (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change;, (d) the occurrence of any Termination Event;, (e) any claim of $100,000 1,000,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might exceed such amount, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s properties; and, (f) the filing of any suit or proceeding against any Restricted Person in which an adverse decision could, in Borrower’s reasonable opinion, could reasonably be expected to cause a Material Adverse Change if successfully prosecuted by Change, and (g) the claimant(sfiling of any material financing statement, registration of a pledge (such as with an issuer of uncertificated securities), or other arrangement or action which would serve to perfect a Lien, regardless of whether such financing statement is filed, such registration is made, or such arrangement or action is undertaken before or after such Lien exists. Upon the occurrence of any of the foregoing Restricted Persons will take all necessary or appropriate steps to promptly remedy promptly any such Material Adverse Change, Default, Event of Default, acceleration, default, default or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower will also notify Administrative Agent and Administrative Agent’s counsel in writing at least 20 ten (10) Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or its location under the Uniform Commercial Code.

Notice of Material Events and Change of Address. Borrower will shall promptly and (but in no event later than the 3rd five (5) Business DayDays after knowledge thereof), after becoming aware thereofit has knowledge, notify Administrative Agent and each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, ofLender: (ai) of the occurrence of any act, condition or event that is reasonably likely to have a Material Adverse ChangeEffect; (bii) of the occurrence of any Default; (ciii) of the acceleration of the maturity of any Indebtedness owed by any Restricted Related Person or of any default by any Restricted Related Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause might have a Material Adverse ChangeEffect; (div) of the occurrence of any Termination Event; (ev) of any claim in an amount equal to 1% of $100,000 Spinnaker Exploration Company’s Consolidated shareholder equity (based upon the most recent financial statements delivered pursuant to Section 6.1(b)), or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might exceed such amount, or any other material adverse claim asserted against any Restricted Related Person or with respect to any Restricted Related Person’s propertiesproperties which might exceed such amount; (vi) of the institution of any material action, suit, proceedings, governmental investigation or arbitration against or affecting any Related Person not previously disclosed in writing to Administrative Agent pursuant to this Section 6.1 or any material development in action, suit, proceeding, governmental investigation or arbitration already disclosed in either case which is likely to constitute a Material Adverse Effect; and (fvii) the filing creation, acquisition or other formation of any suit or proceeding against any Restricted Person in which an adverse decision could, in a Subsidiary of the Borrower’s reasonable opinion, reasonably be expected to cause a Material Adverse Change if successfully prosecuted by the claimant(s). Upon the occurrence of any of the foregoing Restricted foregoing, the Related Persons will shall take all necessary or appropriate steps to remedy promptly any such Material Adverse ChangeEffect, Default, acceleration, default, default or Termination Event, Event to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section Borrower shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower will also notify Administrative Agent and Administrative Agent’s counsel in writing at least 20 Business Days thirty (or such shorter time as Administrative Agent may approve in writing30) days prior to the date that any Restricted Related Person changes its name or the location of its chief executive office or principal place of business or the place where it keeps its location under books and records concerning the Uniform Commercial Codeproperties and assets of such Related Person, including the Collateral, furnishing with such notice any necessary financing statement amendments or requesting Administrative Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. Borrower Each Loan Party will promptly and in no event notify each Lender, not later than the 3rd five (5) Business Day, Days after becoming aware any executive officer of Loan Parties has knowledge thereof, notify each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change;, (b) the occurrence of any Default;, (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person Loan Party or of any default by any Restricted Person Loan Party under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change;, (d) the occurrence of any Termination ERISA Event;, (e) Under any Environmental Law, any claim of $100,000 250,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might exceed such amount, or any other material adverse claim asserted against any Restricted Person Loan Party or with respect to any Restricted Person’s properties; Loan Party's properties taken as a whole, (f) of any material change in accounting policies or financial reporting practices by any Loan Party, and (fg) the filing of any suit or proceeding proceeding, or the assertion in writing of a claim against any Restricted Person Loan Party or with respect to any Loan Party's properties in which an adverse decision could, in Borrower’s reasonable opinion, could reasonably be expected to cause a Material Adverse Change if successfully prosecuted by the claimant(s)Change. Upon the occurrence of any of the foregoing Restricted Persons foregoing, Loan Parties will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration, default, or Termination Event, ERISA Event to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower Loan Parties will also notify Administrative Agent and Administrative Agent’s 's counsel in writing at least 20 twenty Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person Loan Party changes its name or the location of its chief executive office or principal place of business or the place where it keeps its location under books and records concerning the Uniform Commercial CodeCollateral, furnishing with such notice any necessary financing statement amendments or requesting Administrative Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. Borrower will promptly promptly, and in no event later than the 3rd 5 Business DayDays, after becoming aware thereof, notify each Lender Party the Administrative Agent in writing, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change; (b) the occurrence of any Default; (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change; (d) the occurrence of any Termination EventEvent that could reasonably be expected to cause a Material Adverse Change; (e) any claim in excess of $100,000 or more2,000,000, any written notice of potential liability of any Restricted Person under any Environmental Laws which might that could reasonably be expected to exceed such amount, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s propertiesproperties that could reasonably be expected to exceed such amount, but in each case only to the extent such amounts represent exposure above that covered by insurance, subject to normal deductibles; (f) the execution by any Restricted Person of any Swap Agreement permitted by Section 5.3; and (fg) the filing of any suit or proceeding against any Restricted Person in which an adverse decision could, in Borrower’s reasonable opinion, could reasonably be expected to cause a Material Adverse Change if successfully prosecuted by the claimant(s). Upon the occurrence of any of the foregoing Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration, default, or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower will also notify Administrative Agent and Administrative Agent’s counsel in writing at least 20 5 Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or its location under the Uniform Commercial Code.

Notice of Material Events and Change of Address. Each of Borrower and TOGA will promptly notify the Lenders of any of the following events promptly, and in no any event later than the 3rd within ten (10) Business DayDays, after becoming aware thereof, notify each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, oflearning of the event's occurrence: (ai) the occurrence of any a Material Adverse ChangeEffect; (bii) the occurrence of any a Default; (ciii) (A) the acceleration of the maturity of any Indebtedness Debt owed by any Restricted Related Person or of any (B) a default by any Restricted Related Person under any indenture, mortgage, agreement, contract or other instrument to which any of them such Related Person is a party or by which any of them it or any of their its properties is bound, if such acceleration or default could would reasonably be expected to cause have a Material Adverse ChangeEffect upon Borrower's or TOGA's financial condition or a Material Adverse Effect on the value of the Collateral; (div) the occurrence of any Termination Event; (e) any a claim of $100,000 250,000 or more, any claim or notice of potential liability of any Restricted Person under any Environmental Laws which might exceed such amountLaws, or any other material adverse claim asserted against any Restricted Person Borrower or TOGA or with respect to any Restricted Person’s its properties; and; (fv) the filing of any suit or proceeding against any Restricted Related Person in which an adverse decision couldwould have a material probability of causing a Material Adverse Effect; (vi) a written notice, claim, allegation or assertion that Borrower, TOGA or the Project is in violation or noncompliance of any Governmental Rule of any Governmental Person having jurisdiction over Borrower’s reasonable opinion, TOGA or the Project, which violation or noncompliance would reasonably be expected to cause have a Material Adverse Effect on Borrower, TOGA or any other Related Person; and (vii) if a Change if successfully prosecuted by the claimant(s)in Control has occurred with respect to Borrower or TOGA. Upon the occurrence of any of the foregoing Restricted Persons foregoing, Borrower and TOGA will take all necessary or appropriate steps to remedy promptly any such Default under (ii) above, Material Adverse Change, Default, Effect 47 52 or acceleration, default, or Termination Event, ; to protect against any such adverse claim, ; to defend any such suit or proceeding, ; and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower TOGA will also notify Administrative Agent and Administrative Agent’s counsel in writing at least 20 twenty (20) Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that Borrower, TOGA or any Restricted Person of TOGA's Subsidiaries changes its name or the location of its chief executive office or principal place of business or the place where it keeps its location under books and records concerning the Uniform Commercial CodeCollateral, furnishing with such notice any necessary financing statement amendments or requesting Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. Borrower will promptly and in no event later than the 3rd Business Day, after becoming aware thereof, notify each Lender Party in writingParty, not later than five (5) Business Days after any executive officer of Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change;, (b) the occurrence of any Default;, (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change;, (d) the occurrence of any Termination Event;, (e) the failure to comply on any day with any Financial Condition, (f) any claim of $100,000 1,000,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might be reasonably likely to exceed such amount, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s properties; 's properties taken as a whole, and (fg) the filing of any suit or proceeding against any Restricted Person in which an adverse decision could, in Borrower’s reasonable opinion, reasonably be expected to could cause a Material Adverse Change if successfully prosecuted by the claimant(s)Change. Upon the occurrence of any of the foregoing foregoing, Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration, default, Termination Event or Termination Eventfailure to comply with any Financial Condition, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower will also notify Administrative Agent and Administrative Agent’s 's counsel in writing at least 20 twenty Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or principal place of business or the place where it keeps its location under books and records concerning the Uniform Commercial CodeCollateral, furnishing with such notice any necessary financing statement amendments or requesting Administrative Agent and its counsel to prepare the same. Borrower will promptly notify Administrative Agent in the event Borrower determines that any computer application which is material to the operations of Borrower, its Subsidiaries, its Affiliates or any of its material vendors or suppliers will not be fully Year 2000 compliant on a timely basis, except to the extent that such failure could not reasonably be expected to cause a Material Adverse Change.

Notice of Material Events and Change of Address. The Borrower will promptly and in no event later than shall deliver, or cause to be delivered, to the 3rd Business Day, after becoming aware thereof, notify each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, ofAgent: (a) promptly and in any event within five (5) Business Days after any Responsible Officer of the occurrence Borrower obtains knowledge thereof, notice of any Material Adverse Change; (b) the occurrence of any Default; (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person event or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to change which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause result in a Material Adverse Change;, (db) promptly (but in all events within five (5) Business Days) after any Responsible Officer obtains knowledge thereof, notice of the occurrence of any event which constitutes a Default or Event of Default, such notice to specify the nature and period of existence of such Default or Event of Default, and what action the Borrower has taken, are taking or propose to take with respect thereto, (c) promptly and in any event within five (5) Business Days after any Responsible Officer of the Borrower obtains knowledge thereof, notice of the occurrence of any Termination Event;, (ed) promptly and in any claim event within five (5) Business Days after any Responsible Officer of the Borrower obtains knowledge thereof, notice of the institution of or threat in writing of, any material action, suit, proceeding, governmental investigation or arbitration against or affecting any Loan Party or any Subsidiary of a Loan Party not previously disclosed in writing to the Banks, which if adversely determined, is likely to result in a material judgment or liability in excess of $100,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might exceed such amount, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s properties; and (f) 500,000 in the filing of any suit or proceeding against any Restricted Person in which an adverse decision could, in Borrower’s reasonable opinion, aggregate and/or could reasonably be expected to cause result in a Material Adverse Change if successfully prosecuted by the claimant(s). Effect, or any material adverse development in any Existing Litigation, Upon the occurrence of any of the foregoing Restricted Persons each Loan Party, as relevant, will take all necessary or appropriate steps to remedy promptly any such Material Adverse Changematerial adverse change, Default, acceleration, default, or Termination Event, to protect against any such adverse claim, claim or to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. The Borrower will also notify Administrative Agent the Agent, the Issuing Bank, each Bank and Administrative the Agent’s 's counsel in writing at least 20 twenty Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person Loan Party changes its name or the location of its chief executive office or principal place of business or the place where it keeps its location under books and records concerning the Uniform Commercial CodeCollateral, furnishing with such notice any necessary financing statement amendments or requesting the Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. Borrower will promptly and in no any event later than the 3rd within five Business Day, after becoming aware thereof, Days notify each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change or any NRP Material Adverse Change;, (b) the occurrence of any Default;, (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change;, (d) the occurrence of any Termination Event;, (e) any claim of $100,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might exceed such amount, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s 's properties; , and (f) the filing of any suit or proceeding against any Restricted Person in which an adverse decision could, in Borrower’s reasonable opinion, reasonably be expected to could cause a Material Adverse Change if successfully prosecuted by the claimant(s)Change. Upon the occurrence of any of the foregoing Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration, default, default or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower will also notify Administrative Agent and Administrative Agent’s 's counsel in writing at least 20 Business Days thirty (or such shorter time as Administrative Agent may approve in writing30) days prior to the date that any Restricted Person changes its name or the location of its chief executive office or principal place of business or the place where it keeps its location under books and records concerning the Uniform Commercial CodeCollateral, furnishing with such notice any necessary financing statement amendments or requesting Administrative Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. The Borrower will promptly and in no event later than the 3rd Business Daypromptly, after becoming aware thereof, notify each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change; (b) the occurrence of any Default or Event of Default; (c) the acceleration of the maturity of any Indebtedness in an amount in excess of $100,000 owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change; (d) the occurrence of any Termination Event; (e) any claim of $100,000 or more, any written notice of potential liability of any the Restricted Person Persons under any Environmental Laws which might would reasonably be expected to exceed such amountthe Environmental Threshold Amount; (f) the filing of any suit or proceeding, or any other material adverse claim asserted the assertion in writing of a claim, against any Restricted Person or with respect to any Restricted Person’s properties; and (f) the filing of any suit or proceeding against any Restricted Person properties in which an adverse decision could, in Borrower’s reasonable opinion, would reasonably be expected to cause a Material Adverse Change if successfully prosecuted result in liability of the Restricted Persons in excess of the Threshold Amount; (g) the damage or destruction of any material part of the Collateral; (h) the occurrence of any “default” or “event of default” under the First Lien Credit Agreement; (i) promptly upon receipt thereof, all demands or material notices in connection with the Permitted First Lien Debt or any Permitted Refinancing either received by the claimant(s)Borrower or on its behalf; and (j) the occurrence of a Change of Control. Upon the occurrence of any of the foregoing foregoing, each Restricted Persons Person will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration, default, default or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. The Borrower will also notify the Administrative Agent and the Administrative Agent’s counsel in writing at least 20 twenty (20) Business Days (or such shorter time as the Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or its location under the Uniform Commercial Code.

Notice of Material Events and Change of Address. Borrower Each ----------------------------------------------- Restricted Person will promptly and in no event later than the 3rd Business Day, after becoming aware thereof, notify each Lender Party in writingParty, not later than five (5) Business Days after any executive officer of Restricted Persons has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change;, (b) the occurrence of any Default;, (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change;, (d) the occurrence of any Termination Event;, (e) Under any Environmental Law, any claim of the Dollar Equivalent of $100,000 1,000,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might be reasonably likely to exceed such amount, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s properties; 's properties taken as a whole, and (f) the filing of any suit or proceeding proceeding, or the assertion in writing of a claim against any Restricted Person or with respect to any Restricted Person's properties in which an adverse decision could, in Borrower’s reasonable opinion, reasonably could be expected to cause a Material Adverse Change if successfully prosecuted by the claimant(s)Change. Upon the occurrence of any of the foregoing Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration, default, default or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower Persons will also notify Administrative Agent and Administrative Agent’s 's counsel in writing at least 20 twenty Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or principal place of business or the place where it keeps its location under books and records concerning the Uniform Commercial CodeCollateral, furnishing with such notice any necessary financing statement amendments or requesting Administrative Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. Borrower will promptly and in no event later than the 3rd Business Daypromptly, after becoming aware thereof, notify each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change; (b) the occurrence of any Default; (c) the acceleration of the maturity of any Indebtedness in an amount in excess of $100,000 owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change; (d) the occurrence of any Termination Event; (e) any claim of $100,000 or more, any written notice of potential liability of any the Restricted Person Persons under any Environmental Laws which might would reasonably be expected to exceed such amountthe Threshold Amount; (f) the filing of any suit or proceeding, or any other material adverse claim asserted the assertion in writing of a claim, against any Restricted Person or with respect to any Restricted Person’s properties; and (f) the filing of any suit or proceeding against any Restricted Person properties in which an adverse decision could, in Borrower’s reasonable opinion, would reasonably be expected to cause a Material Adverse Change if successfully prosecuted result in liability of the Restricted Persons in excess of the Threshold Amount; (g) the damage or destruction of any material part of the Collateral; (h) the occurrence of any “default” or “event of default” under any note, agreement, indenture or other document evidencing or relating to any Permitted Unsecured Debt; and (i) promptly upon receipt thereof, all demands or material notices in connection with any Permitted Unsecured Debt either received by the claimant(s)Borrower or on its behalf. Upon the occurrence of any of the foregoing Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration, default, default or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower will also notify Administrative Agent and Administrative Agent’s counsel in writing at least 20 twenty Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or its location under the Uniform Commercial Code.

Notice of Material Events and Change of Address. Borrower will promptly and in no event later than the 3rd Business Daypromptly, after becoming aware thereofit has knowledge, notify Administrative Agent and each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, ofLender: (ai) of the occurrence of any act, condition or event which is reasonably likely to have a Material Adverse ChangeEffect; (bii) of the occurrence of any Default; (ciii) of the acceleration of the maturity of any Indebtedness owed by any Restricted Related Person or of any default by any Restricted Related Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause might have a Material Adverse ChangeEffect; (div) of the occurrence of any Termination Event; (ev) of any claim in an amount equal to 1% of $100,000 Spinnaker Exploration Company's consolidated shareholder equity (based upon the most recent financial statements delivered pursuant to Section 6.1(b)), or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might exceed such amount, or any other material adverse claim asserted against any Restricted Related Person or with respect to any Restricted Related Person’s properties's properties which might exceed such amount; (vi) of the institution of any material action, suit, proceedings, governmental investigation or arbitration against or affecting any Related Person not previously disclosed in writing to Administrative Agent pursuant to this Section 6.1 or any material development in action, suit, proceeding, governmental investigation or arbitration already disclosed in either case which is likely to constitute a Material Adverse Effect; and (fvii) copies of all notices of default, notices, amendments, waivers and other documents delivered or received by any Related Person pursuant to the filing terms of any suit or proceeding against any Restricted Person in which an adverse decision couldthe PGS Data Contract (excluding minor correspondence, in Borrower’s reasonable opinion, reasonably be expected to cause a Material Adverse Change if successfully prosecuted by notices of delivery of data and the claimant(slike). Upon the occurrence of any of the foregoing Restricted the Related Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Changematerial adverse change, Default, acceleration, default, default or Termination Event, Event to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower will also notify Administrative Agent and Administrative Agent’s counsel in writing at least 20 Business Days thirty (or such shorter time as Administrative Agent may approve in writing30) days prior to the date that any Restricted Related Person changes its name or the location of its chief executive office or principal place of business or the place where it keeps its location under books and records concerning the Uniform Commercial CodeCollateral, furnishing with such notice any necessary financing statement amendments or requesting Administrative Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. Borrower Each Restricted Person will promptly and in no event later than the 3rd Business Day, after becoming aware thereof, notify each Lender Party in writingParty, not later than five (5) Business Days after any executive officer of Restricted Persons has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of:: 004726 000020 DALLAS 1786243.3 SECOND AMENDED AND RESTATED CREDIT AGREEMENT [CONFORMED THROUGH AUGUST 2004] (a) the occurrence of any Material Adverse Change;, (b) the occurrence of any Default;, (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change;, (d) the occurrence of any Termination Event;, (e) Under any Environmental Law, any claim of $100,000 1,000,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might reasonably be expected to exceed such amount, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s properties; and's properties taken as a whole, (f) the filing of any suit or proceeding proceeding, or the assertion in writing of a claim against any Restricted Person or with respect to any Restricted Person's properties in which an adverse decision could, in Borrower’s reasonable opinion, could reasonably be expected to cause have a Material Adverse Change if successfully prosecuted Effect, and (g) the occurrence of any event of default by Master Partnership or any of its Subsidiaries in the claimant(s)payment or performance of (i) any material obligations such Person is required to pay or perform under the terms of any indenture, mortgage, deed of trust, security agreement, lease, and franchise, or other agreement, contract or other instrument or obligation to which it is a party or by which it or any of its properties is bound, to the extent such default or event of default could reasonably be expected to have a Material Adverse Effect in the consolidated financial condition, business, operations, assets or prospects of the Master Partnership, or (ii) any Indebtedness. Upon the occurrence of any of the foregoing (other than with respect to Master Partnership and its Subsidiaries (other than Restricted Persons)), Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse ChangeEffect, Default, acceleration, default, or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower Persons will also notify Administrative Agent and Administrative Agent’s 's counsel in writing at least 20 twenty Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or its location under the Uniform Commercial Code, furnishing with such notice any necessary financing statement amendments or requesting Administrative Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. Borrower The Borrowers will promptly and notify the Lender in no event later than the 3rd Business Day, after becoming aware thereof, notify each Lender Party in writing, writing (stating that such notice is being given pursuant to this Agreement, ) upon becoming aware of: (a) the occurrence of any Material Adverse Change; (b) the occurrence of any Default; (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person Credit Party or of any breach or default by any Restricted Person Credit Party under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse ChangeInvestment; (d) the occurrence of any Termination Event; (e) any claim of $100,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might exceed such amount, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s properties; and (f) the filing of any suit or proceeding against any Restricted Person Credit Party in which (i) any Person seeks an award of more than $100,000 of damages or other amounts from any Credit Party or (ii) an adverse decision could, in Borrower’s reasonable opinion, could reasonably be expected to cause a Material Adverse Change if successfully prosecuted Change; (f) the creation or acquisition of any Subsidiary by the claimant(s). Upon any Credit Party; (g) the occurrence of (i) an Insolvency Event with respect to any Obligor or (ii) a payment default or material breach by an Obligor in respect of any Material Investment; (h) the foregoing Restricted Persons will take all necessary or appropriate steps to remedy promptly any such termination of a Material Adverse Change, Default, acceleration, defaultInvestment, or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement repudiation of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take material obligation under any Underlying Agreement with respect theretoto a Material Investment by an Obligor; and (i) the receipt by any Credit Party of a written assertion or allegation by any Obligor or other Person that a Credit Party has breached its obligations under any Underlying Agreement with respect to any Eligible Asset, including any obligation to make a Royalty Payment when due. Borrower The Borrowers will also notify Administrative Agent the Lender and Administrative Agentthe Lender’s counsel in writing at least 20 thirty (30) Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person Credit Party changes its name or the location of its chief executive office or its location under the Uniform Commercial CodeUCC.

Notice of Material Events and Change of Address. Borrower will promptly notify Agent and in no event later than the 3rd Business Day, after becoming aware thereof, notify each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, ofLender: (ai) of any material adverse change in Borrower's financial condition or Borrower's Consolidated financial condition or in the aggregate value of the Collateral, (ii) of the occurrence of any Material Adverse Change;Default of which Borrower has knowledge, (biii) the occurrence of any Default; (c) the acceleration of the maturity of any Indebtedness Debt owed by any Restricted Related Person or of any default by any Restricted Related Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause might have a Material Adverse Change;material adverse effect upon Borrower's Consolidated financial condition or on the value of any material part of the Collateral, (div) of the occurrence of any Termination Event;, (ev) of any claim of $100,000 1,000,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might could reasonably be expected to exceed such amount, any claim, suit, demand or proceeding for personal injury, property damage, Natural Resources Damages as used in "CERCLA", remediation costs, environmental restoration or remediation or any other form of legal or equitable relief whatsoever arising from or in any way connected with the actual or alleged release or discharge of or exposure to any substance or material alleged to be toxic or hazardous which could reasonably be expected to exceed such amount, or any other material adverse claim asserted against any Restricted Related Person or with respect to any Restricted Related Person’s 's properties; , and (fvi) of the filing of any suit or proceeding against any Restricted Related Person in which an adverse decision couldcould have a material adverse effect upon any Related Person's financial condition, in Borrower’s reasonable opinion, reasonably be expected to cause a Material Adverse Change if successfully prosecuted by business or operations or on the claimant(s)value of any Collateral. Upon the occurrence of any of the foregoing Restricted the Related Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Changematerial adverse change, Default, acceleration, default, default or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower will also notify Administrative Agent and Administrative Agent’s 's counsel in writing at least 20 twenty Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Related Person changes its name or the location of its chief executive office or principal place of business or the place where it keeps its location under books and records concerning the Uniform Commercial CodeCollateral, furnishing with such notice any necessary financing statement amendments or requesting Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. Borrower Borrowers will promptly promptly, and in no event later than the 3rd Business Day, Day after becoming aware thereof, notify each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change;, (b) the occurrence of any Default;, (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change;, (d) the occurrence of any Termination Event;, (e) any claim of $100,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might exceed such amount, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s properties; and, (f) the filing of any suit or proceeding against any Restricted Person in which an adverse decision could, in Borrower’s reasonable opinion, could reasonably be expected to cause a Material Adverse Change if successfully prosecuted Change, (g) the occurrence of any “default” or “event of default” under the Second Lien Indenture, (h) promptly upon receipt thereof, all demands or material notices in connection with the Permitted Second Lien Debt either received by Borrowers (or the claimant(s)issuer of such Permitted Second Lien Debt) or on their behalf, and (i) promptly after the furnishing thereof, copies of any statement, report or notice furnished to any Person (other than routine communications and notices, such as borrowing requests) pursuant to the Second Lien Indenture and not otherwise required to be furnished to Administrative Agent or Lenders pursuant to any other provision of the Loan Documents. Upon the occurrence of any of the foregoing foregoing, Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration, default, default or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer an executive officer of Borrower Borrowers setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower Borrowers will also notify Administrative Agent and Administrative Agent’s counsel in writing at least 20 twenty Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or its location under the Uniform Commercial Code.

Notice of Material Events and Change of Address. Borrower Each Restricted Person will promptly promptly, and in no event later than the 3rd Business Day, Day after becoming aware thereof, notify each Lender Party the Administrative Agent in writing, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change or any event or circumstance that could reasonably be expected to cause a Material Adverse Change; (b) the occurrence of any Default; (c) the acceleration of the maturity occurrence of any Indebtedness owed by any Restricted Person Casualty Event or Condemnation Event in excess of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change$5,000,000 individually; (d) the occurrence of any Termination Event; (e) any claim of $100,000 5,000,000 or more, any notice of potential liability of any Restricted Person under or notice of violation, action, claim, complaint, suit or other proceeding against any Environmental Laws which Restricted Person with respect to any environmental matter or seeking to impair, terminate or adversely modify any material Permit required for the completion of any Qualified Construction Project or the construction, development, ownership, operation, or maintenance of any Qualified Project that, in either case, might 75 [OPAL Fuels Credit Agreement] exceed such amount, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s properties; andProperties that could reasonably be expected to cause a Material Adverse Change; (f) the filing of any suit or proceeding (or any pending or threatened (in writing) material litigation) against any Restricted Person in which an adverse decision could, in Borrower’s reasonable opinion, could reasonably be expected to cause a Material Adverse Change if successfully prosecuted by Change; and (g) promptly, and in any event within five (5) Business Days of obtaining knowledge thereof, any change in the claimant(s)information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein. Upon the occurrence of any of the foregoing foregoing, Restricted Persons will take all necessary or appropriate steps in their reasonable business judgment with respect to remedy promptly any such Material Adverse Change, Default, acceleration, default, or Termination Eventevent described in subsections (a) to (j) above, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve address all controversies on account of any of the foregoing. Each notice pursuant to this Section 6.4 shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower will Xxxxxxxx shall also notify Administrative Agent and Administrative Agent’s counsel in writing at least 20 Business Days (or such shorter time as Administrative Agent may approve in writing) required pursuant to the Security Document prior to the date that any Restricted Person changes its name or the location of its chief executive office or its location under the Uniform Commercial CodeUCC.

Notice of Material Events and Change of Address. Borrower Each Restricted Person will promptly and in no event later than the 3rd Business Day, after becoming aware thereof, notify each Lender Party in writingParty, not later than five (5) Business Days after any executive officer of Restricted Persons has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change;, (b) the occurrence of any Default;, (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change;, (d) the occurrence of any Termination Event;, (e) Under any Environmental Law, any claim of $100,000 1,000,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might reasonably be expected to exceed such amount, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s properties; and's properties taken as a whole, (f) the filing of any suit or proceeding proceeding, or the assertion in writing of a claim against any Restricted Person or with respect to any Restricted Person's properties in which an adverse decision could, in Borrower’s reasonable opinion, could reasonably be expected to cause have a Material Adverse Change if successfully prosecuted Effect, and (g) the occurrence of any event of default by Master Partnership or any of its Subsidiaries in the claimant(s)payment or performance of (i) any material obligations such Person is required to pay or perform under the terms of any indenture, mortgage, deed of trust, security agreement, lease, and franchise, or other agreement, contract or other instrument or obligation to which it is a party or by which it or any of its properties is bound, to the extent such default or event of default could reasonably be expected to have a Material Adverse Effect in the SECOND AMENDED AND RESTATED CREDIT AGREEMENT consolidated financial condition, business, operations, assets or prospects of the Master Partnership, or (ii) any Indebtedness. Upon the occurrence of any of the foregoing (other than with respect to Master Partnership and its Subsidiaries (other than Restricted Persons)), Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse ChangeEffect, Default, acceleration, default, or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower Persons will also notify Administrative Agent and Administrative Agent’s 's counsel in writing at least 20 twenty Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or its location under the Uniform Commercial Code, furnishing with such notice any necessary financing statement amendments or requesting Administrative Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. Borrower Each Restricted Person will promptly and in no event later than the 3rd Business Day, after becoming aware thereof, notify each Lender Party in writingParty, not later than five (5) Business Days after any executive officer of Restricted Persons has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change;, (b) the occurrence of any Default;, (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by 84 which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change;, (d) the occurrence of any Termination Event;, (e) Under any Environmental Law, any claim of the Dollar Equivalent of $100,000 1,000,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might be reasonably likely to exceed such amount, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s properties; 's properties taken as a whole, and (f) the filing of any suit or proceeding proceeding, or the assertion in writing of a claim against any Restricted Person or with respect to any Restricted Person's properties in which an adverse decision could, in Borrower’s reasonable opinion, reasonably could be expected to cause a Material Adverse Change if successfully prosecuted by the claimant(s)Change. Upon the occurrence of any of the foregoing Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration, default, default or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower Persons will also notify Administrative Agent and Administrative Agent’s 's counsel in writing at least 20 twenty Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or principal place of business or the place where it keeps its location under books and records concerning the Uniform Commercial CodeCollateral, furnishing with such notice any necessary financing statement amendments or requesting Administrative Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. Borrower will shall ----------------------------------------------- promptly and (but in no event later than the 3rd five (5) Business DayDays after knowledge thereof), after becoming aware thereofit has knowledge, notify Administrative Agent and each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, ofLender: (ai) of the occurrence of any act, condition or event that is reasonably likely to have a Material Adverse ChangeEffect; (bii) of the occurrence of any Default; (ciii) of the acceleration of the maturity of any Indebtedness owed by any Restricted Related Person or of any default by any Restricted Related Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause might have a Material Adverse ChangeEffect; (div) of the occurrence of any Termination Event; (ev) of any claim in an amount equal to 1% of $100,000 Spinnaker Exploration Company's consolidated shareholder equity (based upon the most recent financial statements delivered pursuant to Section 6.1(b)), or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might exceed such amount, or any other material adverse claim asserted against any Restricted Related Person or with respect to any Restricted Related Person’s properties's properties which might exceed such amount; (vi) of the institution of any material action, suit, proceedings, governmental investigation or arbitration against or affecting any Related Person not previously disclosed in writing to Administrative Agent pursuant to this Section 6.1 or any material development in action, suit, proceeding, governmental investigation or arbitration already disclosed in either case which is likely to constitute a Material Adverse Effect; and (fvii) the filing creation, acquisition or other formation of any suit or proceeding against any Restricted Person in which an adverse decision could, in a Subsidiary of the Borrower’s reasonable opinion, reasonably be expected to cause a Material Adverse Change if successfully prosecuted by the claimant(s). Upon the occurrence of any of the foregoing Restricted the Related Persons will shall take all necessary or appropriate steps to remedy promptly any such Material Adverse ChangeEffect, Default, acceleration, default, default or Termination Event, Event to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section Borrower shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower will also notify Administrative Agent and Administrative Agent’s counsel in writing at least 20 Business Days thirty (or such shorter time as Administrative Agent may approve in writing30) days prior to the date that any Restricted Related Person changes its name or the location of its chief executive office or principal place of business or the place where it keeps its location under books and records concerning the Uniform Commercial Codeproperties and assets of the Borrower and its Subsidiaries, furnishing with such notice any necessary financing statement amendments or requesting Administrative Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. Borrower will promptly and in no event later than the 3rd Business Daywill, after becoming aware it has knowledge thereof, promptly notify each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change;, (b) the occurrence of any Default or Event of Default;, (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change;, (d) the occurrence of any Termination Event;Event that could reasonably be expected to cause a Material Adverse Change, (e) any claim that is reasonably likely to result in liability to Borrower and its Subsidiaries of $100,000 5,000,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might exceed such amountthat is reasonably likely to result in liability to Borrower and its Subsidiaries of $5,000,000 or more, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s properties; and, (f) the filing of any suit or proceeding against any Restricted Person in which an adverse decision could, in Borrower’s reasonable opinion, could reasonably be expected to cause a Material Adverse Change if successfully prosecuted by Change, and (g) the claimant(sfiling of any material financing statement, registration of a pledge (such as with an issuer of uncertificated securities), or other arrangement or action which would serve to perfect a Lien, in each case other than in connection with a Permitted Lien, regardless of whether such financing statement is filed, such registration is made, or such arrangement or action is undertaken before or after such Lien exists. Upon the occurrence of any of the foregoing foregoing, the Restricted Persons will take all necessary or appropriate steps to promptly remedy promptly any such Material Adverse Change, Default, Event of Default, acceleration, default, default or Termination EventEvent (to the extent such Termination Event can be remedied), to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower will also notify Administrative Agent and Administrative Agent’s counsel in writing at least 20 ten (10) Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or its location under the Uniform Commercial Code.

Notice of Material Events and Change of Address. Borrower Each ----------------------------------------------- Restricted Person will promptly and in no event later than the 3rd Business Day, after becoming aware thereof, notify each Lender Party in writingParty, not later than five (5) Business Days after any executive officer of Restricted Persons has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change;, (b) the occurrence of any Default;, (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change;, (d) the occurrence of any Termination Event;, (e) Under any Environmental Law, any claim of $100,000 1,000,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might be reasonably likely to exceed such amount, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s properties; 's properties taken as a whole, and (f) the filing of any suit or proceeding proceeding, or the assertion in writing of a claim against any Restricted Person or with respect to any Restricted Person's properties in which an adverse decision could, in Borrower’s reasonable opinion, reasonably could be expected to cause a Material Adverse Change if successfully prosecuted by the claimant(s)Change. Upon the occurrence of any of the foregoing foregoing, Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration, default, or Termination Event, Event to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower Persons will also notify Administrative Agent and Administrative Agent’s 's counsel in writing at least 20 twenty Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or principal place of business or the place where it keeps its location under books and records concerning the Uniform Commercial CodeCollateral, furnishing with such notice any necessary financing statement amendments or requesting Administrative Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. Borrower will promptly and in no event later than the 3rd Business Daywill, after becoming aware it has knowledge thereof, promptly notify each Lender Party in writing, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change;, (b) the occurrence of any Default or Event of Default;, (c) the acceleration of the maturity of any Indebtedness owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default could reasonably be expected to cause a Material Adverse Change;, (d) the occurrence of any Termination Event;, (e) any claim that is reasonably likely to result in liability to the Borrower and its Subsidiaries of $100,000 5,000,000 or more, any notice of potential liability of any Restricted Person under any Environmental Laws which might exceed such amountthat is reasonably likely to result in liability to the Borrower and its Subsidiaries of $5,000,000 or more, or any other material adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s properties; and, (f) the filing of any suit or proceeding against any Restricted Person in which an adverse decision could, in Borrower’s reasonable opinion, could reasonably be expected to cause a Material Adverse Change if successfully prosecuted by Change, and (g) the claimant(sfiling of any material financing statement, registration of a pledge (such as with an issuer of uncertificated securities), or other arrangement or action which would serve to perfect a Lien, in each case other than in connection with a Permitted Lien, regardless of whether such financing statement is filed, such registration is made, or such arrangement or action is undertaken before or after such Lien exists. Upon the occurrence of any of the foregoing Restricted Persons will take all necessary or appropriate steps to promptly remedy promptly any such Material Adverse Change, Default, Event of Default, acceleration, default, default or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action, if any, the applicable Restricted Person has taken or proposes to take with respect thereto. Borrower will also notify Administrative Agent and Administrative Agent’s counsel in writing at least 20 ten (10) Business Days (or such shorter time as Administrative Agent may approve in writing) prior to the date that any Restricted Person changes its name or the location of its chief executive office or its location under the Uniform Commercial Code.