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

Notice of Material Events and Change of Address. Buyer will promptly notify each LP Seller 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 Buyer or any Subsidiary thereof or of any default by any Buyer or any such 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 cause a Material Adverse Change, (d) any claim of $100,000 or more, any notice of potential liability under any environmental laws which might exceed such amount, or any other material adverse claim asserted against Buyer or any Subsidiary thereof or with respect to Buyer or any of such Subsidiary's properties, and (e) the filing of any suit or proceeding against Buyer or any Subsidiary thereof in which an adverse decision could cause a Material Adverse Change. Upon the occurrence of any of the foregoing Buyer and any Subsidiary thereof will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration or default, 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. Buyer will also notify LP Sellers in writing at least twenty business days prior to the date that Buyer or any Subsidiary thereof changes its name or the location of its chief executive office or principal place of business or the place where it keeps its books and records concerning the Collateral, furnishing with such notice any necessary financing statement amendments or requesting LP Sellers to prepare the same.

Notice of Material Events and Change of Address. Buyer Borrower will promptly notify each LP Seller Bank 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 Indebtedness owed by Buyer Borrower or any Subsidiary thereof of its Subsidiaries or of any default by any Buyer Borrower or any such Subsidiary of its Subsidiaries 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 cause a Material Adverse Change, (d) the occurrence of any Termination Event, (e) any claim of $100,000 500,000 or more, any notice of potential liability under any environmental laws Environmental Laws which might exceed such amount, or any other material adverse claim asserted against Buyer Borrower or any Subsidiary thereof of its Subsidiaries or with respect to Buyer Borrower's or any of such Subsidiary's Subsidiaries' properties, and (ef) the filing of any suit or proceeding against Buyer Borrower or any Subsidiary thereof of its Subsidiaries in which an adverse decision could cause a Material Adverse Change. Upon the occurrence of any of the foregoing Buyer Borrower and any Subsidiary thereof its Subsidiaries will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration acceleration, default or defaultTermination 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. Buyer Borrower will also notify LP Sellers Agent and Agent's counsel in writing at least twenty business days Business Days prior to the date that Buyer or any Subsidiary thereof 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 books and records concerning the Collateral, furnishing with such notice any necessary financing statement amendments or requesting LP Sellers Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. Buyer Borrower will promptly notify each LP Seller Lender 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 Indebtedness owed by Buyer or any Subsidiary thereof Restricted Person or of any default by any Buyer or any such Subsidiary 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 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 under any environmental laws Environmental Laws which might exceed such amount, or any other material adverse claim asserted against Buyer or any Subsidiary thereof Restricted Person or with respect to Buyer or any of such Subsidiary's Restricted Person’s properties, and (ef) the filing of any suit or proceeding against Buyer or any Subsidiary thereof Restricted Person in which an adverse decision could reasonably be expected to cause a Material Adverse Change. Upon the occurrence of any of the foregoing Buyer and any Subsidiary thereof Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration acceleration, default or defaultTermination 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. Buyer Borrower will also notify LP Sellers Administrative Agent and Administrative Agent’s counsel in writing at least twenty business days Business Days prior to the date that Buyer or any Subsidiary thereof 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 books and records concerning the Collateralrecords, furnishing with such notice any necessary financing statement amendments or requesting LP Sellers Administrative Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. Buyer Borrower and Parent will promptly notify each LP Seller Lender 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 Restricted Debt owed by Buyer or any Subsidiary thereof Restricted Person or of any default by any Buyer or any such Subsidiary 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 cause a Material Adverse Change, (d) the occurrence of any Termination Event, (e) any claim of $100,000 50,000 or more, any notice of potential liability under any environmental laws Environmental Laws which might exceed such amount, or any other material adverse claim asserted against Buyer or any Subsidiary thereof Restricted Person or with respect to Buyer or any of such SubsidiaryRestricted Person's properties, and (ef) the filing of any suit or proceeding against Buyer or any Subsidiary thereof Restricted Person in which an adverse decision could cause a Material Adverse Change. Upon the occurrence of any of the foregoing Buyer and any Subsidiary thereof Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration acceleration, default or defaultTermination 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. Buyer Borrower will also notify LP Sellers Agent and Agent's counsel in writing at least twenty business days Business Days prior to the date that Buyer or any Subsidiary thereof 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 books and records concerning the Collateral, furnishing with such notice any necessary financing statement amendments or requesting LP Sellers Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. Buyer will promptly Promptly notify each LP Seller in writing, stating that such notice is being given pursuant to this Agreement, of:Lender (ai) any material adverse change in Borrower's financial condition or Borrower's financial condition, (ii) the occurrence of any Material Adverse Change, Event of Default or Potential Event of Default, (b) the occurrence of any Default, (ciii) the acceleration of the maturity of any indebtedness Debt owed by Buyer or any Subsidiary thereof Borrower or of any default by any Buyer or any such Subsidiary Borrower under any indenture, mortgage, agreement, contract or other instrument to which any of them it is a party or by which any of them it or any of their its properties is bound, if such acceleration or default could cause might have a Material Adverse Change, material adverse effect upon Borrower's financial condition, (div) any claim of $100,000 or more, any notice of potential liability under any environmental laws which might exceed such amount, or any other material adverse claim asserted against Buyer or any Subsidiary thereof Borrower or with respect to Buyer or Borrower's, (v) the occurrence of any of such Subsidiary's propertiesTermination Event, and (evi) the filing of any suit or proceeding against Buyer or any Subsidiary thereof Borrower in which an adverse decision could cause have a Material Adverse Changematerial adverse effect upon Borrower's financial condition, business or operations, (vii) notice from any Tribunal, the substance of which might have a material adverse effect on the financial condition or business operations of Borrower, or (viii) any material change in its accounting practices or procedures. Upon the occurrence of any of the foregoing Buyer and any Subsidiary thereof foregoing, Borrower will take all necessary or appropriate steps to remedy promptly any such Material Adverse Changematerial adverse change, Event of Default, acceleration Potential Event of Default or default, 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. Buyer Borrower will also notify LP Sellers Lender in writing at least twenty business days (20) Business Days prior to the date that Buyer or any Subsidiary thereof Borrower changes its name or the location of its chief executive office or principal place of business or the place where it keeps its books and records concerning the Collateral, furnishing with such notice any necessary financing statement amendments or requesting LP Sellers Lender and its counsel to prepare the same.

Notice of Material Events and Change of Address. Buyer Borrower will promptly notify Administrative Agent and each LP Seller in writing, stating that such notice is being given pursuant to this Agreement, ofLender: (ai) of any event or condition having a Material Adverse Effect, (ii) of the occurrence of any Material Adverse ChangeDefault or Borrowing Base Deficiency, (biii) the occurrence of any Default, (c) the acceleration of the maturity of any indebtedness Indebtedness owed by Buyer or any Subsidiary thereof Related Person or of any default by any Buyer or any such Subsidiary 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 cause has a material probability of having a Material Adverse ChangeEffect, (div) of the occurrence of any Termination Event known to Borrower, (v) of any claim of $100,000 1,000,000 or more, any notice of potential liability under any environmental laws Environmental Laws which might exceed such amount, or any other material adverse claim claim, which is asserted against Buyer or any Subsidiary thereof Related Person or with respect to Buyer or any of such SubsidiaryRelated Person's properties, and (evi) of the filing of any suit or proceeding against Buyer or any Subsidiary thereof Related Person in which an adverse decision could cause would have a material probability of having a Material Adverse ChangeEffect. Upon the occurrence of any of the foregoing Buyer and any Subsidiary thereof the Related Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration acceleration, default or defaultTermination Event, to protect against any such Material Adverse Effect or adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Buyer Borrower will also notify LP Sellers Administrative Agent and Xxxxxxxx & Xxxxxx, P.C., Administrative Agent's counsel (or such other counsel for Administrative Agent as may be designated by Administrative Agent) in writing at least twenty business days thirty Business Days prior to the date that Buyer or any Subsidiary thereof 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 books and records concerning the Collateral, furnishing with such notice any necessary financing statement amendments or requesting LP Sellers Administrative Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. Buyer Each Debtor will promptly notify each LP Seller in writingLC Participant, not later than five Business Days after any executive officer of such Debtor has knowledge thereof, 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 Indebtedness owed by Buyer or any Subsidiary thereof Debtor or of any default by any Buyer or any such Subsidiary 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 cause a Material Adverse Change, (div) the occurrence of any Termination Event, (v) Under any Environmental Law, any claim of $100,000 1,000,000 or more, any notice of potential liability under any environmental laws which that might be reasonably likely to exceed such amount, amount or any other material adverse claim asserted against Buyer or any Subsidiary thereof Debtor or with respect to Buyer any 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 such Subsidiary's propertiesDefault or event which, with the passing of time or giving of notice or both, would constitute an Event of Default, and (evii) the filing of any suit or proceeding proceeding, or the assertion in writing of a claim against Buyer any Debtor or with respect to any Subsidiary thereof in which an adverse decision could cause a Material Adverse ChangeDebtor's properties. Upon the occurrence of any of the foregoing Buyer and any Subsidiary thereof foregoing, the Debtors will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration acceleration, default or default, Termination 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. Buyer The Debtors will also notify LP Sellers the LC Agent and the LC Agent's counsel in writing at least twenty business days 20 Business Days prior to the date that Buyer or any Subsidiary thereof Debtor changes its name or the location of its chief executive office or principal place of business or the place where it keeps its books and records concerning the Collateral, furnishing with such notice any necessary financing statement amendments or requesting LP Sellers the LC Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. Buyer Borrower will promptly notify each LP Seller in writing, stating that such notice is being given pursuant to this Agreement, ofLender: (ai) the occurrence of any Material Adverse Changematerial adverse change in Borrower's financial condition or Borrower's 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 Restricted Debt owed by Buyer or any Subsidiary thereof Related Person or of any default by any Buyer or any such Subsidiary 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 cause might have a Material Adverse Changematerial adverse effect upon Borrower's individual or Consolidated financial condition or on the value of any material part of the Collateral, (div) of the occurrence of any Termination Event, (v) of any claim of $100,000 or more, any notice of potential liability under any environmental laws Environmental Laws which might exceed such amount, or any other material adverse claim asserted against Buyer or any Subsidiary thereof Related Person or with respect to Buyer or any of such SubsidiaryRelated Person's properties, and, (evi) of the filing of any suit or proceeding against Buyer or any Subsidiary thereof Related Person in which an adverse decision could cause have a Material Adverse Changematerial adverse effect upon any Related Person's financial condition, business or operations or on the value of any Collateral. Upon the occurrence of any of the foregoing Buyer and any Subsidiary thereof the Related Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Changematerial adverse change, Default, acceleration acceleration, default or defaultTermination 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. Buyer Borrower will also notify LP Sellers Lender and Lender's counsel in writing writing: (1) at least twenty business days Business Days prior to the date that Buyer or any Subsidiary thereof 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 books and records concerning the Collateral, furnishing with such notice any necessary financing statement amendments or requesting LP Sellers Lender and its counsel to prepare the same, and (2) within five Business Days after the filing by any Related Person of any application for a patent in any domestic or foreign jurisdiction.

Notice of Material Events and Change of Address. Buyer Future will promptly notify each of ECIC and EnCap LP Seller 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 Buyer Future or any Subsidiary thereof or of any default by any Buyer Future or any such 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 cause a Material Adverse Change, (d) any claim of $100,000 or more, any notice of potential liability under any environmental laws which might exceed such amount, or any other material adverse claim asserted against Buyer Future or any Subsidiary thereof or with respect to Buyer Future or any of such Subsidiary's properties, and (e) the filing of any suit or proceeding against Buyer Future or any Subsidiary thereof in which an adverse decision could cause a Material Adverse Change. Upon the occurrence of any of the foregoing Buyer Future and any Subsidiary thereof will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration or default, 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. Buyer Future will also notify ECIC and EnCap LP Sellers in writing at least twenty business days prior to the date that Buyer Future or any Subsidiary thereof changes its name or the location of its chief executive office or principal place of business or the place where it keeps its books and records concerning the Collateral, furnishing with such notice any necessary financing statement amendments or requesting LP Sellers to prepare the same.executive

Notice of Material Events and Change of Address. Buyer Borrower will promptly notify each LP Seller in writing, stating that such notice is being given pursuant to this Agreement, ofLender: (ai) the occurrence of any Material Adverse Changematerial adverse change in Borrower's financial condition or Borrower's 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 Buyer or any Subsidiary thereof Related Person or of any default by any Buyer or any such Subsidiary 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 cause might have a Material Adverse Changematerial 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, (v) of any claim of $100,000 50,000 or more, any notice of potential liability under any environmental laws Environmental Laws which might exceed such amount, or any other material adverse claim asserted against Buyer or any Subsidiary thereof Related Person or with respect to Buyer or any of such SubsidiaryRelated Person's properties, and (evi) of the filing of any suit or proceeding against Buyer or any Subsidiary thereof Related Person in which an adverse decision could cause have a Material Adverse Changematerial adverse effect upon any Related Person's financial condition, business or operations or on the value of any Collateral. Upon the occurrence of any of the foregoing Buyer and any Subsidiary thereof foregoing, the Related Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Changematerial adverse change, Default, acceleration acceleration, default or defaultTermination 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. Buyer Borrower will also notify LP Sellers Lender and Lender's counsel in writing at least twenty business days (20) Business Days prior to the date that Buyer or any Subsidiary thereof 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 books and records concerning the Collateral, furnishing with such notice any necessary financing statement amendments or requesting LP Sellers to prepare the same.its

Notice of Material Events and Change of Address. Buyer Borrower will promptly notify each LP Seller Bank 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 Indebtedness owed by Buyer or any Subsidiary thereof Restricted Person or of any default by any Buyer or any such Subsidiary 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 cause a Material Adverse Change, (d) the occurrence of any Termination Event, (e) any claim of $100,000 750,000 or more, any notice of potential liability under any environmental laws Environmental Laws which might exceed such amount, or any other material adverse claim asserted against Buyer or any Subsidiary thereof Restricted Person or with respect to Buyer or any of such SubsidiaryRestricted Person's properties, and (ef) the filing of any suit or proceeding against Buyer any Restricted Person in which the amount involved is $750,000 or any Subsidiary thereof more or in which an adverse decision could cause a Material Adverse Change. Upon the occurrence of any of the foregoing Buyer and any Subsidiary thereof foregoing, Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration acceleration, default or defaultTermination 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. Buyer Borrower will also notify LP Sellers Agent and Agent's counsel in writing at least twenty business days Business Days prior to the date that Buyer or any Subsidiary thereof 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 books and records concerning the Collateral, furnishing with such notice any necessary financing statement amendments or requesting LP Sellers Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. Buyer Borrower will ----------------------------------------------- promptly notify Administrative Agent and each LP Seller in writing, stating that such notice is being given pursuant to this Agreement, ofLender: (ai) of any event or condition having a Material Adverse Effect, (ii) of the occurrence of any Material Adverse ChangeDefault or Borrowing Base Deficiency, (biii) the occurrence of any Default, (c) the acceleration of the maturity of any indebtedness Indebtedness owed by Buyer or any Subsidiary thereof Related Person or of any default by any Buyer or any such Subsidiary 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 cause has a material probability of having a Material Adverse ChangeEffect, (div) of the occurrence of any Termination Event known to Borrower, (v) of any claim of $100,000 1,000,000 or more, any notice of potential liability under any environmental laws Environmental Laws which might exceed such amount, or any other material adverse claim claim, which is asserted against Buyer or any Subsidiary thereof Related Person or with respect to Buyer or any of such SubsidiaryRelated Person's properties, and (evi) of the filing of any suit or proceeding against Buyer or any Subsidiary thereof Related Person in which an adverse decision could cause would have a material probability of having a Material Adverse ChangeEffect. Upon the occurrence of any of the foregoing Buyer and any Subsidiary thereof the Related Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration acceleration, default or defaultTermination Event, to protect against any such Material Adverse Effect or adverse claim, to defend any such suit or proceeding, and to resolve all controversies on account of any of the foregoing. Buyer Borrower will also notify LP Sellers Administrative Agent and Xxxxxxxx & Xxxxxx, P.C., Administrative Agent's counsel (or such other counsel for Administrative Agent as may be designated by Administrative Agent) in writing at least twenty business days thirty Business Days prior to the date that Buyer or any Subsidiary thereof 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 books and records concerning the Collateral, furnishing with such notice any necessary financing statement amendments or requesting LP Sellers Administrative Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. Buyer Each of Borrower and TOGA will promptly notify each LP Seller the Lenders of any of the following events promptly, and in writingany event within ten (10) Business Days, stating that such notice is being given pursuant to this Agreement, ofafter learning of the event's occurrence: (ai) the occurrence of any a Material Adverse Change,Effect; (bii) the occurrence of any a Default,; (ciii) (A) the acceleration of the maturity of any indebtedness Debt owed by Buyer any Related Person or any Subsidiary thereof or of any (B) a default by any Buyer or any such Subsidiary 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 cause would reasonably be expected to have a Material Adverse Change,Effect upon Borrower's or TOGA's financial condition or a Material Adverse Effect on the value of the Collateral; (div) any a claim of $100,000 250,000 or more, any claim or notice of potential liability under any environmental laws which might exceed such amountEnvironmental Laws, or any other material adverse claim asserted against Buyer Borrower or any Subsidiary thereof TOGA or with respect to Buyer or any of such Subsidiary's its properties, and; (ev) the filing of any suit or proceeding against Buyer or any Subsidiary thereof Related Person in which an adverse decision could cause would have a material probability of causing a Material Adverse ChangeEffect; (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, TOGA or the Project, which violation or noncompliance would reasonably be expected to have a Material Adverse Effect on Borrower, TOGA or any other Related Person; and (vii) if a Change in Control has occurred with respect to Borrower or TOGA. Upon the occurrence of any of the foregoing Buyer foregoing, Borrower and any Subsidiary thereof TOGA will take all necessary or appropriate steps to remedy promptly any such Default under (ii) above, Material Adverse Change, Default, acceleration Effect or default, acceleration; 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. Buyer Borrower or TOGA will also notify LP Sellers Agent in writing at least twenty business days (20) Business Days prior to the date that Buyer Borrower, TOGA or any Subsidiary thereof 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 books and records concerning the Collateral, furnishing with such notice any necessary financing statement amendments or requesting LP Sellers Agent and its counsel to prepare the same.

Notice of Material Events and Change of Address. Buyer Seller will promptly notify each LP Seller Buyer in writing, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Material Adverse Change,Change after the Closing Date; (b) the occurrence of any Default,material breach by Seller of any of its covenants and agreements contained in ARTICLES VII and VIII; (c) the acceleration of the maturity of any indebtedness owed by Buyer Seller or any Subsidiary thereof or of any default by any Buyer Seller or any such 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 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 under any environmental laws Environmental Laws which might exceed such amount, or any other material adverse claim asserted against Buyer Seller or any Subsidiary thereof or with respect to Buyer or any of such Subsidiary's their properties, ; and (ef) the filing of any suit or proceeding against Buyer Seller or any Subsidiary thereof in which an adverse decision could cause a Material Adverse Change. Upon the occurrence of any of the foregoing Buyer and any Subsidiary thereof foregoing, Seller will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration acceleration, default or defaultTermination 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. Buyer Seller will also notify LP Sellers Buyer in writing at least twenty business days Business Days prior to the date that Buyer or any Subsidiary thereof Seller changes its name or the location of its chief executive office or principal place of business or the place where it keeps its books and records concerning the Collateral, furnishing with such notice any necessary financing statement amendments or requesting LP Sellers to prepare the samebusiness.

Notice of Material Events and Change of Address. Buyer Borrower will promptly notify each LP Seller Bank 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 Indebtedness owed by Buyer or any Subsidiary thereof Restricted Person or of any default by any Buyer or any such Subsidiary 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 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 under any environmental laws Environmental Laws which might exceed such amount, or any other material adverse claim asserted against Buyer or any Subsidiary thereof Restricted Person or with respect to Buyer or any of such SubsidiaryRestricted Person's properties, and (ef) the filing of any suit or proceeding against Buyer or any Subsidiary thereof Restricted Person in which an adverse decision could cause a Material Adverse Change. Upon the occurrence of any of the foregoing Buyer Borrower and any Subsidiary thereof Guarantors will take all necessary or appropriate steps to remedy promptly any such Material Adverse Change, Default, acceleration acceleration, default or defaultTermination 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. Buyer Borrower will also notify LP Sellers Agent and Agent's counsel in writing at least twenty business days Business Days prior to the date that Buyer Borrower or any Subsidiary thereof Guarantor changes its name or the location of its chief executive office or principal place of business or the place where it keeps its books and records concerning the Collateral, furnishing with such notice any necessary financing statement amendments or requesting LP Sellers Agent and its counsel to prepare the same.