Common use of Notice of Material Events Clause in Contracts

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, (b) the occurrence of any Default, (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower will notify Seller shall promptly inform the Administrative Agent, for distribution to the LC Issuer Purchaser and each Lender, promptly, and not later than five (5) Business Days Agent in the case of subsection (b) below and not later than ten (10) Business Days in the case writing of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, offollowing: (ai) any Default, Event of Default by Seller or any other Person (other than Purchaser or Purchaser’s Affiliates) of any material obligation under any Program Document, or the occurrence or existence of any event or circumstance that has hadSeller reasonably expects will with the passage of time become a Default, Event of Default by Seller or any other Person; (ii) any material reduction in the insurance coverage of RMS as required to be maintained pursuant to Section 14(q) hereof, or any other Person pursuant to any Program Document, with copy of evidence of same attached; (iii) the commencement of, or any determination in, any litigation, investigation (to the extent notice may be given), proceeding, sanctions or suspension between Seller or Guarantor, on the one hand, and any Governmental Authority (or any other Person, but only with respect to material litigation), on the other which, in any case, could reasonably be expected to have, have a Material Adverse Effect,Effect with respect to the Seller; (biv) the occurrence any change in accounting policies or financial reporting practices of any Default, (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or Seller which could reasonably be expected to have a Material Adverse Effect,; (dv) the occurrence of any Termination Event, (e) the filing of any suit event, circumstance or proceedingcondition that has resulted, or the assertion has a reasonable likelihood of resulting in writing of either a claim against the Borrower Material Adverse Change or any a Material Subsidiary or Adverse Effect with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000Seller; (fvi) the occurrence of [RESERVED]; (vii) any event of default by the Borrower financial covenants a Seller becomes subject to or any of its Subsidiaries in the payment change 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 franchisemodification to, or other agreementwaiver of compliance with, contract any financial covenants Seller is obligated to comply with, in any case, under any repurchase agreement or other instrument or obligation warehouse financing related to new origination mortgage loans, provided notice shall only be required if (A) such financial covenant is more favorable to the Purchaser than the financial covenant(s) set forth in this Agreement, considering the definitions and calculation of the financial covenant(s) for which it notice and analysis is a party or by which it or any of its properties is boundsought, or (iiB) a substantially similar financial covenant is not set forth in this Agreement; (viii) upon Seller becoming aware of any Indebtednesspenalties, sanctions or charges levied, or threatened to the extent, be levied (which in the case of clauses (i) and (iiany penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material), against Seller or any change or threatened change in Approval status, or the commencement of any non-routine audit, investigation (to the extent notice may be given concerning any such event audit or investigation), or the institution of default could reasonably any action or the threat of institution of any action against Seller by any Agency, or any supervisory or regulatory Governmental Authority (including, but not limited to HUD and FHA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller, notice of which is permitted to be expected to have a Material Adverse Effect; andgiven by Seller under applicable law, rule or regulation; (gix) any announcement Change in Control of Seller, provided that such notice may be given in accordance with the period of time indicated in Section 14(p); or (x) upon Seller becoming aware of any change in a Rating. Each notice pursuant to this Section shall be accompanied termination or threatened termination by a statement of a Responsible Officer the Agency of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, Custodian as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breachedan eligible custodian.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the LC Issuer and each Lender, promptly(a) Promptly, and not later than five in any event within three (53) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after Authorized Officer of Parent or any Responsible Officer or general counsel of its Restricted Subsidiaries becoming aware of the Borrower has knowledge thereoffollowing events, stating that such Parent will furnish to the Administrative Agent and each Lender written notice is being given pursuant to this Agreement, ofof the following: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, (bi) the occurrence of any Default,; (cii) the acceleration incurrence, or any proposed incurrence, of the maturity of any Indebtedness owed Senior Notes by the Borrower Parent or any of its Subsidiaries Restricted Subsidiaries; and (iii) any sales, transfers, assignments or other dispositions of any default by the Borrower Property of Parent or any of its Restricted Subsidiaries under any Contractual Obligation governed by subsections (d), (e), (f) (but only if such transaction involves the sale of assets for a value in excess of two percent (2%) of the Borrower or such Subsidiarylesser of (A) the Borrowing Base, if in effect, and (B) the Commitments) or (g) of Section 7.5; (b) Promptly, and in any event within thirty (30) days of any Authorized Officer of Parent or any of its Restricted Subsidiaries becoming aware of the following events, Parent will furnish to the Administrative Agent and each Lender written notice of the following: (i) (A) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting Parent or any of its Restricted Subsidiaries thereof or (B) the occurrence of any adverse development with respect to any action, suit or proceeding previously disclosed to the Administrative Agent or the Lenders pursuant to this Agreement, in each case if such acceleration action, suit, proceeding or default has had development could reasonably be expected to result in a Material Adverse Effect; (ii) the occurrence of any Canadian Pension Plan Termination Event or any ERISA Event that, alone or together with any other Canadian Pension Plan Termination Events or ERISA Events that have occurred, could reasonably be expected to result in liability of Borrower and its Restricted Subsidiaries in an aggregate amount which could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (fiii) the occurrence of any event of default by the and all enforcement, cleanup, removal or other governmental or regulatory actions or other environmental claims asserted against Borrower or any of its Restricted Subsidiaries in the 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 boundProperties pursuant to any applicable Environmental Laws which, or (ii) any Indebtednessif adversely determined, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; (iv) any default under one or more Hedging Agreements which results in an obligation of Borrower or any of its Restricted Subsidiaries to make one or more payments in an aggregate amount in excess of C$10,000,000; and (gv) any announcement of any change in other development that results in, or could reasonably be expected to result in, a Rating. Material Adverse Effect. (c) Each notice pursuant to delivered under this Section shall be accompanied by a statement of a Responsible an Authorized Officer of the Borrower Parent setting forth the details of the occurrence referred event or development requiring such notice and any action taken or proposed to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has be taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the LC Issuer and each Lender, Lender promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten thirty (1030) Business Days days in the case of any other subsection below, after any Responsible Officer or general counsel executive officer of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect or an ETP Material Adverse Effect, (b) the occurrence of any Default or any “Default” as defined in the Applicable ETP Credit Agreement, (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation indenture, mortgage, agreement, contract or other instrument to which it is a party or by which it or any of the Borrower or such Subsidiaryits properties is bound, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect or an ETP Material Adverse Effect, (d) the occurrence of any Termination Event, (e) Under any Environmental Law, any claim of $10,000,000 or more with respect to any Restricted Person or of $50,000,000 or more with respect to any Unrestricted Person, any notice of potential liability which might reasonably be expected to exceed such amount with respect to such Person, or any other material adverse claim asserted against any Restricted Person or any Unrestricted Person or with respect to any Restricted Person’s or any Unrestricted Person’s properties taken as a whole, (f) the filing of any suit or proceeding, or the assertion in writing of a claim claim, against the Borrower any Restricted Person or any Material Subsidiary Unrestricted Person or with respect to the Borrowerany Restricted Person’s or any Material SubsidiaryUnrestricted Person’s properties properties, in which an adverse decision could reasonably be expected to result in liability to Borrower have a Material Adverse Effect or such an ETP Material Subsidiary in excess of $50,000,000;Adverse Effect, and (fg) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), extent such default or event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement Effect on the Consolidated financial condition, business, operations, assets or prospects of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or (ii) any Indebtedness. Upon the occurrence of any of the foregoing, Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material SubsidiaryAdverse Effect, as applicableDefault, has taken acceleration, default, or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity resolve all controversies on account of any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breachedthe foregoing.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence Promptly upon any executive officer of any Credit Party obtaining knowledge of (i) any Default or Event of Default, (ii) any material adverse change in the condition (financial or otherwise) or operations of any Credit Party, (iii) any action or event or circumstance that has had, or which could reasonably be expected to havematerially and adversely affect the performance of the Credit Parties' obligations under this Credit Agreement or any other Fundamental Document, the repayment of the Notes or the security interests granted to the Administrative Agent for the benefit of the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders under this Credit Agreement or any other Fundamental Document, (iv) any other event which could reasonably be expected to result in a Material Adverse Effect,, (v) the opening of any office of any Credit Party or the change of the chief executive office or the principal place of business of any Credit Party or of the location of any Credit Party's books and records with respect to the Collateral, (vi) any change in the name of any Credit Party, (vii) any other event which could reasonably be expected to materially and adversely impact upon the amount or collectibility of accounts receivable of the Credit Parties or otherwise materially decrease the value of the Collateral or the Pledged Securities, (viii) any proposed material amendment to any agreements that are part of the Collateral or (ix) any Person giving any notice to any Credit Party or taking any other action to enforce remedies with respect to a claimed default or event or condition of the type referred to in paragraph (g) or (h) of Article 7, such Credit Party shall promptly give written notice thereof to the Administrative Agent specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such Person and the nature of such claimed Event of Default or condition and what action any Credit Party has taken, is taking and proposes to take with respect thereto. (b) the occurrence Promptly upon any executive officer of any Default, Credit Party obtaining knowledge of (ci) the acceleration of the maturity of institution of, or threat of, any Indebtedness owed action, suit, proceeding, investigation or arbitration by the Borrower any Governmental Authority or other Person against or affecting any Credit Party or any of its Subsidiaries or of any default by the Borrower assets or any item of its Subsidiaries under Product, or (ii) any Contractual Obligation material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in the case of the Borrower (i) or such Subsidiary(ii), if such acceleration or default has had or adversely determined could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect such Credit Party shall promptly give written notice thereof to the Borrower’s or any Material Subsidiary’s properties which could reasonably Administrative Agent and provide such other information as may be expected available to result it to enable the Lenders to evaluate such matters; and, in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, addition to the extent, requirements set forth in the case of clauses (i) and (ii) of this subsection (b), such event Credit Party upon request shall promptly give notice of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement the status of any change in action, suit, proceeding, investigation or arbitration covered by a Rating. Each notice report delivered to the Lenders pursuant to this Section shall clause (i) and (ii) above to the Lenders and provide such other information as may be accompanied by a statement of a Responsible Officer of reasonably available to it to enable the Borrower setting forth details of the occurrence referred Lenders to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breachedevaluate such matters.

Notice of Material Events. The Parent and Holdings and the Borrower will notify the Administrative Agent, for distribution furnish to the LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel Agent written notice of the following promptly upon any officer of Parent or Borrower has obtaining actual knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any Default or Event of Default or the occurrence of any default or event of default under the Term Loan Documents or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect,the Senior Note Documents; (b) the occurrence filing or commencement of any Default, (c) action, suit or proceeding by or before any arbitrator or Governmental Authority against the acceleration of the maturity of any Indebtedness owed by Parent, the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Consolidated Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could thereof that would reasonably be expected to result in liability to Borrower or such a Material Subsidiary in excess of $50,000,000Adverse Effect; (fc) the occurrence of any event of default by the Borrower ERISA Event that, alone or together with any of its Subsidiaries in the payment or performance of (i) any material obligations such Person is required to pay or perform under the terms of any indentureother ERISA Events that have occurred, 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could would reasonably be expected to have result in a Material Adverse Effect; (d) the commencement of any proceeding by or before any Governmental Authority seeking the cancellation, termination (including by means of non-renewal), limitation, adverse modification or adverse conditioning of any Authorization that would reasonably be expected to result in a Material Adverse Effect; (e) if Borrower sells, transfers, leases or otherwise transfers to a Loan Party any Inventory or Receivables included in the calculation of Borrowing Capacity and such Inventory or Receivables have an aggregate value in excess of $100,000; and (gf) any announcement other development specific to the Parent, the Borrower, or any of any change in the Consolidated Subsidiaries that is not a Ratingmatter of public knowledge and that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice pursuant to delivered under this Section shall be accompanied by a statement of a Responsible Financial Officer or other executive officer of the Parent, Holdings or the Borrower setting forth the details of the occurrence referred event or development requiring such notice and any action taken or proposed to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has be taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower will notify Servicer, the Administrative AgentSeller and the Depositor shall be obligated (which obligation shall be satisfied as to each if performed by the Servicer, for distribution the Seller or the Depositor) promptly to inform the Insurer in writing of the occurrence of any of the following to the LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of extent any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant following relate to this Agreement, ofit: (ai) the submission of any claim or the initiation or threat of any legal process, litigation or administrative or judicial investigation, or rule making or disciplinary proceeding by or against the Servicer, the Seller or the Depositor that (A) could be required to be disclosed to the Commission or to the Servicer’s, the Seller’s or the Depositor’s shareholders or (B) could result in a Material Adverse Change with respect to the Servicer, the Seller or the Depositor, or the promulgation of any proceeding or any proposed or final rule which would result in a Material Adverse Change with respect to the Servicer, the Seller or the Depositor; (ii) the submission of any claim or the initiation or threat of any legal process, litigation or administrative or judicial investigation in any federal, state or local court or before any arbitration board, or any such proceeding threatened by any government agency, which, if adversely determined, would have a material adverse effect on the Issuer, the Owners or the Insurer; (iii) any change in the location of the Servicer’s, the Seller’s or the Depositor’s principal office, jurisdiction of organization, legal name as indicated on the public records of the Servicer’s, the Seller’s or the Depositor’s jurisdiction of organization which shows the Servicer, the Seller, or the Depositor to be organized, any change in the location of the Servicer’s, the Seller’s or the Depositor’s books and records, or any change in the location of the Corporate Trust Office (as defined in the Sale and Allocation Agreement), or any change in the account number or location of the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account; (iv) the occurrence of any event Event of Servicing Termination, Default or circumstance that has hadEvent of Default or of any Material Adverse Change; (v) the commencement of any proceedings by or against the Servicer, the Seller or the Depositor under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been, or could reasonably be expected to havemay be, a Material Adverse Effect, (b) appointed or requested for the occurrence of any Default, (c) Servicer, the acceleration of Seller or the maturity of any Indebtedness owed by the Borrower Depositor or any of its Subsidiaries or their assets; or (vi) the receipt of notice that (A) the Servicer, the Seller or the Depositor is being placed under regulatory supervision, (B) any default license, permit, charter, registration or approval necessary for the conduct of the Servicer’s, the Seller’s or the Depositor’s business is to be, or may be suspended or revoked, or (C) the Servicer, the Seller or the Depositor is to cease and desist any practice, procedure or policy employed by the Borrower Servicer, the Seller or any the Depositor in the conduct of its Subsidiaries under any Contractual Obligation of the Borrower or business, and such Subsidiary, if such acceleration or default has had or could reasonably be expected to have cessation may result in a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or Change with respect to the Borrower’s Servicer, the Seller or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000;the Depositor. (fvii) the The occurrence of any event of default by the Borrower merger, consolidation or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer asset transfer of the Borrower setting forth details Seller as described in Section 4.3 of the occurrence referred to herein Sale and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breachedAllocation Agreement.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the LC Issuer and each Lender, Lender promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten thirty (1030) Business Days days in the case of any other subsection below, after any Responsible Officer or general counsel executive officer of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, (b) the occurrence of any Default, (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation indenture, mortgage, agreement, contract or other instrument to which it is a party or by which it or any of the Borrower or such Subsidiaryits properties is bound, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) Under any Environmental Law, any claim of $50,000,000 or more, any notice of potential liability 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 taken as a whole, (f) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary Restricted Person or with respect to the Borrower’s or any Material SubsidiaryRestricted Person’s properties in which an adverse decision could reasonably be expected to result in liability to Borrower or such have a Material Subsidiary in excess of $50,000,000;Adverse Effect, and (fg) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), extent such default or event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement Effect on the consolidated financial condition, business, operations, assets or prospects of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take (ii) any Indebtedness. Upon the occurrence of any of the foregoing (other than with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity the Borrower and its Subsidiaries (other than Restricted Persons)), Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Effect, Default, acceleration, default, or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all provisions controversies on account of this Agreement and if, applicable, other Loan Documents, that have been breachedany of the foregoing.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten thirty (1030) Business Days days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, (b) the occurrence of any Default, (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such have a Material Subsidiary in excess of $50,000,000Adverse Effect; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of Promptly upon any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, (b) the occurrence of any Default, (c) the acceleration Authorized Officer of the maturity applicable Borrower obtaining knowledge of (i) any Indebtedness owed by the Borrower Default or Event of Default, (ii) any of its Subsidiaries action or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties event which could reasonably be expected to result in liability to Borrower or such a Material Subsidiary in excess of $50,000,000; Adverse Effect, (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the payment or performance of (iiii) 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 event which it is a party or by which it or any of its properties is bound, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have materially decrease the value of the Pledged Collateral (taken as a Material Adverse Effect; and whole), the Library Titles or the Collateral (taken as a whole), or (iv) any Person giving any notice to such Borrower or taking any other action to enforce remedies with respect to a claimed default or event or condition of the type referred to in Article 7 clause (g) any announcement or (h), such Borrower shall promptly give written notice thereof to the Administrative Agent and each Lender specifying in reasonable detail the nature and period of existence of any change such claimed default, condition or event, or specifying in a Rating. Each reasonable detail the notice pursuant to this Section shall be accompanied given or action taken by a statement such Person and the nature of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein such claimed default, condition or event and stating what action the Borrowersuch Borrower has taken, Subsidiary or Material Subsidiary, as applicable, has taken is taking and proposes to take with respect thereto. Each . (b) Promptly upon any Authorized Officer of the applicable Borrower obtaining knowledge of (i) the institution of, or credible threat in writing of, any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting any material portion of the Collateral, (ii) the institution of, or credible threat in writing of, any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting such Borrower or any of their respective properties or rights which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or (iii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders) which could reasonably be expected to result in a Material Adverse Effect, such Borrower shall (x) give written notice thereof to the Administrative Agent and upon reasonable request by the Administrative Agent provide such other information as has been made available to such Borrower to enable the Administrative Agent and the Lenders to evaluate such matters, and (y) upon reasonable written request promptly give notice of the status of any action, suit, proceeding, investigation or arbitration covered by a notice delivered to the Administrative Agent pursuant to Section 6.03(bclause (x) shall describe with particularity above and provide such other information as may be reasonably requested and available to such Borrower to enable the Administrative Agent and the Lenders to evaluate such matters. (c) The applicable Borrower will furnish to the Administrative Agent and each Lender prompt written notice of any all provisions change in the information provided in the Beneficial Ownership Certification delivered by such Borrower to such Lender that would result in a change to the list of this Agreement and if, applicable, other Loan Documents, that have been breachedbeneficial owners identified in such certification.

Notice of Material Events. The Borrower Each Loan Party will notify furnish to the Administrative AgentAgent prompt written notice (but, for distribution to the LC Issuer and each Lenderin any event, promptly, and not later than within five (5) Business Days (in the case of subsection clause (b) below and not later than ten (10) Business Days in the case of any other subsection belowa)(i), after any Responsible an Authorized Officer or general counsel of the Borrower has obtains knowledge thereof, stating that such notice is being given pursuant to this Agreement, of:)): (a) (i) of any condition or event that constitutes a Default or an Event of Default or that notice has been given to any Loan Party with respect thereto; (ii) that any Person has given any notice to any Loan Party or taken any other action with respect to any event or condition set forth in Section 8.1(b); or (iii) of the occurrence of any event or circumstance change that has had, caused or could reasonably be expected to haveresult in, either individually or in the aggregate, a Material Adverse Effect,, which notice shall be accompanied by a certificate of its Authorized Officers specifying the nature and period of existence of such condition, event or change, or specifying the notice given and action taken by any such Person and the nature of such claimed Event of Default, Default, default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto. (b) (i) the occurrence filing or commencement of, or the receipt of a threat in writing of, any Default,action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority against or affecting any Loan Party not previously disclosed in writing (including in the Schedules hereto) to the Administrative Agent or (ii) any material adverse development in any action, suit, proceeding, investigation or arbitration previously disclosed to the Administrative Agent; (c) the acceleration of the maturity filing or commencement of any Indebtedness owed action, suit, proceeding, or arbitration by the Borrower or any of its Subsidiaries or on behalf of any default by the Borrower Loan Party claiming or any asserting damages in favor of its Subsidiaries under any Contractual Obligation such Loan Party valued in excess of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect,$500,000; (d) the occurrence of any Termination Event, (e) ERISA Event that, either individually or in the filing of any suit or proceedingaggregate, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably would be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of Borrower, a Guarantor and its Subsidiaries in the payment or performance of (i) any material obligations such Person ERISA Affiliates that 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected likely to have a Material Adverse Effect; andor (ge) any announcement the incurrence of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement subordinated Indebtedness or receipt of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breachedNet Equity Issuance Proceeds.

Notice of Material Events. The Borrower will notify the Administrative Agenteach Lender Party, for distribution to the LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel executive officer of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the (i) occurrence of any Material Adverse Change or (ii) occurrence of any event or circumstance condition that has hadis covered by any of Section 5.6 (next-to-last sentence), 5.7 (last sentence), 5.9, 5.10, 5.11 or could reasonably 5.12 which would reasonable be expected to have, cause a Material Adverse EffectChange, (b) the occurrence of any Default, (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries Restricted Person or of any default by the Borrower 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 its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiarytheir properties is bound, if such acceleration or default has had or could would reasonably be expected to have cause a Material Adverse EffectChange, (d) the occurrence of any Termination Event, (e) any claim under any Environmental Law adverse to a Restricted Person or of potential liability with respect to such claim, or any other adverse claim asserted against any Restricted Person or with respect to any Restricted Person’s properties taken as a whole, in each case, which claim would reasonably be expected to cause a Material Adverse Change, and (f) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary Restricted Person or with respect to the Borrowerany Restricted Person’s or any Material Subsidiary’s properties properties, which could would reasonably be expected to result in liability to Borrower or such cause a Material Subsidiary in excess of $50,000,000; (f) Adverse Change. Upon the occurrence of any event of the foregoing the applicable Restricted Person will take all necessary or appropriate steps to remedy promptly, if applicable, any such Material Adverse Change, Default, acceleration, default by the Borrower or Termination Event, to protect against any such adverse claim, to defend any such claim, suit or proceeding, and to resolve all controversies on account of any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breachedforegoing.

Notice of Material Events. The Borrower will notify the Administrative Agent, Agent for distribution delivery to the LC Issuer and each Lender, Lender promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten thirty (1030) Business Days days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect,; (b) the occurrence of (i) any Default or Event of Default,, (ii) any “Default” or “Event of Default” as defined in the Indenture or (iii) any “Default” or “Event of Default” as defined in the Term Loan Credit Agreement; (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries Restricted Persons or of any default by the Borrower or any Restricted Persons under any indenture, mortgage, agreement, contract or other instrument to which it is a party or by which it or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiaryproperties is bound, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect,; (d) the occurrence of any Termination Event,; and (e) the filing of any suit or proceeding, or the assertion in writing of a claim claim, against the Borrower or any Material Subsidiary Restricted Person or with respect to the Borrower’s or any Material SubsidiaryRestricted Person’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, Restricted Person has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b6.04(b) shall describe with particularity any and all provisions of this Agreement, the Indenture or the Term Loan Credit Agreement and ifor any related documents, if applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower will notify Borrowers shall furnish to the Administrative Agent, for distribution to the LC Issuer Agent and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel Lender prompt written notice of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, offollowing: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, (bi) the occurrence of any Default,; (cii) the acceleration of the maturity filing or commencement of any Indebtedness owed action, suit or proceeding by or before any arbitrator or Governmental Authority or Applicable Insurance Regulatory Authority against or affecting a Loan Party or any Material Subsidiary that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect or the Borrower filing any other legal or arbitral proceedings, and any material development in respect of such legal or other proceedings, affecting a Loan Party or any of its Subsidiaries Subsidiaries, except proceedings that, if adversely determined, would not (either individually or in the aggregate) have a Material Adverse Effect; (iii) the occurrence of any default by ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liabilities of a Loan Party and its Subsidiaries in an aggregate amount exceeding $10,000,000; (iv) the occurrence of any change in the Best Rating of an Insurance Subsidiary; (v) on or prior to the effectiveness of any amendment to the terms of any Material Debt (other than Debt owed to an Applicable FHLB), or the effectiveness of any agreement governing any Debt in replacement or exchange thereof, a copy of such amendment or agreement (other than Debt owed to an Applicable FHLB); provided that promptly upon the request of the Administrative Agent or a Lender from time to time, the Borrower shall provide to the Administrative Agent and the Lenders copies of agreements and other documents evidencing, securing or otherwise governing Debt owed by any of Domestic Insurance Subsidiary to its Subsidiaries under Applicable FHLB; (vi) any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or change in any Applicable Insurance Code that could reasonably be expected to have a Material Adverse Effect, , promptly upon a Financial Officer’s (da) the occurrence becoming aware of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) change and (ii), b) reaching the belief that such event of default change could reasonably be expected to have a Material Adverse Effect; (vii) any change in the published financial strength rating by Best of any Person to which any Insurance Subsidiary has ceded risk (that is not secured by such Person’s delivery to such Insurance Subsidiary of a letter of credit or a pledge of cash collateral) in excess of $5,000,000 pursuant to a Reinsurance Agreement if such change causes such published rating to be “B++” or lower; and (gviii) any announcement of any change in other development that results in, or would reasonably be expected to result in, a RatingMaterial Adverse Effect. Each notice pursuant to delivered under this Section shall be accompanied by a statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth the details of the occurrence referred event or development requiring such notice and any action taken or proposed to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has be taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower Each Loan Party will, and will notify cause each Subsidiary to, give notice to the Administrative Agent, for distribution to the LC Issuer Agent and each Lender, promptly, and not later than five (5) Business Days in Lender of the case of subsection (b) below and not later than ten (10) Business Days in the case occurrence of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, offollowing: (a) as soon as possible and in any event within five Business Days after the occurrence of any event Default or circumstance that has had, or could reasonably be expected to haveEvent of Default continuing on the date of such statement, a Material Adverse Effect,statement of a Senior Financial Officer setting forth details of such Default or Event of Default and the action that such Loan Party proposes to take with respect thereto; (b) promptly after any such Loan Party becomes aware of the occurrence thereof, notice of any Default,all actions, suits, proceedings or other events (i) of the type described in Section 5.7 or (ii) for which the Administrative Agent and the Lenders will be entitled to indemnity under Section 10.3(b); (c) the acceleration as soon as possible and in any event within 10 days after any ERISA Event with respect to any Plan of the maturity Guarantor or any ERISA Affiliate of the Guarantor has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Guarantor or such ERISA Affiliate proposes to take with respect thereto; (d) promptly after receipt thereof by the Guarantor or any of its ERISA Affiliates from the PBGC copies of each notice received by the Guarantor or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Guarantor or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (e) promptly after receipt thereof by the Guarantor or any ERISA Affiliate of the Guarantor from a Multiemployer Plan sponsor, a copy of each notice received by the Guarantor or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Guarantor or such ERISA Affiliate is reasonably expected to be liable; (f) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request; (g) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Guarantor sends to its public security holders (if any), and, to the extent not publicly accessible through the Securities and Exchange Commission’s or the Guarantor’s website, copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Guarantor or any Subsidiary of the Guarantor files with the Securities and Exchange Commission or any other Governmental Authority which may be substituted therefor; (h) as soon as possible and in any event within five days after any Senior Financial Officer obtains actual knowledge of the occurrence thereof, notice of any Indebtedness owed change in the information provided in any Beneficial Ownership Certification delivered to any Lender by Borrower that would result in a change to the Borrower list of beneficial owners identified in such certification; and (i) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of such Loan Party or any of its Subsidiaries or of any default by as the Borrower Administrative Agent or any of its Subsidiaries under any Contractual Obligation of Lender through the Borrower or such Subsidiary, if such acceleration or default has had or could Administrative Agent may from time to time reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Ratingrequest. Each notice pursuant to delivered under this Section shall 6.3 must be accompanied by a statement of a Responsible Senior Financial Officer of the Borrower setting forth the details of the occurrence referred event or development requiring such notice and any action taken or proposed to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has be taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower Borrowers will, and will notify cause each Subsidiary to, give notice in writing to the Administrative Agent, for distribution to the LC Issuer and each Lender, promptly: (a) Immediately, and not later than in any event within one (1) Business Day after an Authorized Officer obtains knowledge thereof, of the occurrence of any Default or Event of Default; and (b) Promptly, and in any event within five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible an Authorized Officer or general counsel of the Borrower has obtains knowledge thereof, stating that such notice is being given pursuant to this Agreement, of the occurrence of: (ai) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) against or affecting any Borrower or any Subsidiary that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect; (ii) with respect to a Plan, (A) any failure of any Borrower or any ERISA Affiliate to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) of the Code, except as would not reasonably be expected to result in a Material Adverse Effect, or (B) the filing by any Borrower or any ERISA Affiliate pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard, except where failure to meet such standard would not reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any event ERISA Event that, alone or circumstance together with any other ERISA Events that has hadhave occurred, or could would reasonably be expected to have, result in a Material Adverse Effect,; (biv) any material change in accounting policies of, or financial reporting practices by, any Borrower or any Subsidiary; (v) any change in the occurrence information provided in any Beneficial Ownership Certification that would result in a change to the list of any Default, beneficial owners identified in parts (c) the acceleration or (d) of the maturity of such certification; and (vi) any Indebtedness owed by the Borrower other development, financial or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiaryotherwise, if such acceleration or default has had or could which would reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to delivered under this Section 6.3 shall be accompanied by a statement of a Responsible Officer an officer of the relevant Borrower setting forth the details of the occurrence referred event or development requiring such notice and any action taken or proposed to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has be taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution shall furnish to the LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel Investment Committee of the Borrower has knowledge thereof, stating that such Lender prompt written notice is being given pursuant to this Agreement, ofof the following: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect,Default; (b) the occurrence filing or commencement of any Default, (c) the acceleration of the maturity of action, suit or proceeding by or before any Indebtedness owed by arbitrator or Governmental Authority Applicable or Insurance Regulatory Authority against or affecting the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such SubsidiaryXXX Subsidiary that, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceedingadversely determined, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to a Material Adverse Effect on the Borrower and the XXX Subsidiaries, taken as a whole, or the filing of any other legal or arbitral proceedings, and any material development in respect of such legal or other proceedings, affecting the Borrower or such any of the XXX Subsidiaries, except proceedings that, if adversely determined, would not (either individually or in the aggregate) have a Material Subsidiary Adverse Effect; (c) the occurrence of any negative change in excess the Best financial strength rating of $50,000,000the Borrower; (d) promptly after the Borrower receives the results of a triennial examination by the NAIC of the financial condition and operations of the Borrower, a copy thereof; (e) promptly following the delivery or receipt by the Borrower of any correspondence, notice or report to or from any Applicable Insurance Regulatory Authority that relates, to any material extent, to the financial viability of the Borrower, a copy thereof; (f) the occurrence within five Business Days after receipt, notice from any Applicable Insurance Regulatory Authority of any event threatened or actual proceeding for suspension or revocation of default by any License of the Borrower or any of its Subsidiaries in the payment or performance of (i) similar proceeding with respect to 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse EffectLicense; and (g) any announcement of any change in other development that results in, or would reasonably be expected to result in, a RatingMaterial Adverse Effect. Each notice pursuant to delivered under this Section shall be accompanied by a statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth the details of the occurrence referred event or development requiring such notice and any action taken or proposed to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has be taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the LC Issuer As soon as possible and each Lender, promptly, and not later than in any event within five (5) Business Days in days after the case of subsection (b) below and not later than ten (10) Business Days in the case of Borrower or any other subsection below, after any Responsible Officer or general counsel of the Borrower has Loan Party obtains knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (ai) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, (b) the occurrence of any Default, (c) the acceleration of the maturity of any Indebtedness owed by the Borrower each Default or any of its Subsidiaries event, development or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could occurrence reasonably be expected likely to have a Material Adverse Effect, (d) Effect or to materially impair or interfere with the occurrence operations of any Termination Event, (e) the filing of any suit or proceedingFrac Fleet, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a written statement of a Responsible Officer of the Borrower setting forth details of such Default, event, development or occurrence and the occurrence referred to herein and stating what action that the Borrower, Subsidiary or Material Subsidiary, as applicable, Borrower has taken and proposes to take with respect thereto. Each ; (ii) any breach or default, any allegation of breach or default, or any event, development or occurrence under any Material Contract, to the extent such breach or default, or allegation thereof is reasonably likely to have a Material Adverse Effect (or to materially impair or interfere with the operations of any Frac Fleet for longer than three (3) months), a written statement of an officer of the Borrower setting forth details of such breach, default, allegation, event, development or occurrence and the action that the Borrower has taken and proposes to take with respect thereto; (iii) receipt of any written notice pursuant of any investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Loan Party or any Subsidiary that (i) seeks damages in excess of $5,000,000, (ii) seeks injunctive relief, (iii) alleges criminal misconduct by any Loan Party or any Subsidiary, or (iv) asserts liability on the part of any Loan Party or any Subsidiary in excess of $5,000,000 in respect of any tax, fee, assessment, or other governmental charge; (iv) any Lien (other than Liens permitted under this Agreement) or claim made or asserted against any of the Collateral; (v) any change in any Loan Party’s information set forth on Schedule 4.01(b) or Schedule 4.01(c) or the information provided in the Beneficial Ownership Certification delivered to Section 6.03(b) shall describe with particularity any all provisions such Lender that would result in a change to the list of this Agreement and if, applicable, other Loan Documents, that have been breachedbeneficial owners identified in such certification.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the LC Issuer and each Lender, Lender promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten thirty (1030) Business Days days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, (b) the occurrence of any Default, (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,00075,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse EffectEffect on the consolidated financial condition, business, operations, assets or prospects of the Borrower; and (g) any announcement of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence Promptly upon any Authorized Officer of any event Credit Party obtaining knowledge of (i) any Default or circumstance that has hadEvent of Default, or a failure of the Performance Test, (ii) any action or event which could reasonably be expected to have, a Material Adverse Effect, (b) materially and adversely affect the occurrence of any Default, (c) the acceleration performance of the maturity of any Indebtedness owed by Credit Parties’ obligations under the Borrower or any of its Subsidiaries or of any default by Fundamental Documents, the Borrower or any of its Subsidiaries under any Contractual Obligation repayment of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceedingLoans, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect security interests granted to the Borrower’s Administrative Agent (for the benefit of the Secured Parties) under the Fundamental Documents, (iii) any other action or any Material Subsidiary’s properties event which could reasonably be expected to result in liability to Borrower or such a Material Subsidiary in excess of $50,000,000; Adverse Effect, (fiv) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and materially and adversely impact upon the amount or collectibility of accounts receivable of the Credit Parties or otherwise materially decrease the value of any Collateral or Pledged Collateral, (gv) any announcement proposed material amendment to any material agreements that are part of the Collateral or the Pledged Collateral and which amendment could reasonably be expected to be materially adverse to the business of the Credit Parties as a whole, or (vi) any Person giving any notice to any Credit Party, or taking any other action to enforce remedies with respect to a claimed default or event or condition of the type referred to in Section 7.1(g) or (h), such Credit Party shall promptly give written notice thereof to the Administrative Agent specifying the nature and period of existence of any change in a Rating. Each such condition or event, or specifying the notice pursuant to this Section shall be accompanied given or action taken by a statement such Person and the nature of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein such claimed default or event or condition and stating what action the Borrowerany Credit Party has taken, Subsidiary or Material Subsidiary, as applicable, has taken is taking and proposes to take with respect thereto. Each . (b) Promptly upon any Authorized Officer of any Credit Party obtaining knowledge of (i) either (1) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting any Credit Party or any material portion of any Credit Party’s assets (including any Picture) which, if adversely decided would be reasonably likely to result in a Material Adverse Effect (each, a “Proceeding”) or (2) the threat of any Proceeding, or (ii) any material adverse development in any Proceeding described in clauses (1) or (2) above (whether or not previously disclosed to the Administrative Agent or the Lenders), such Credit Party shall (x) give written notice thereof to the Administrative Agent and provide such other information as has been made available to such Credit Party to enable the Administrative Agent to evaluate such matters; and (y) upon written request, promptly give notice of the status of any Proceeding covered by a notice delivered to the Administrative Agent pursuant to Section 6.03(bclause (x) shall describe with particularity any all provisions of this Agreement and if, applicable, provide such other Loan Documents, that have been breachedinformation as may be reasonably requested and available to such Credit Party to enable the Administrative Agent and the Lenders to evaluate such matters.

Notice of Material Events. The Borrower will notify the Administrative Agent(a) Promptly upon, for distribution to the LC Issuer and each Lender, promptly, and not later than but in any event within five (5) Business Days (subject to the proviso contained in the case of subsection clause (bvi) below and not later than ten (10below) Business Days in the case after, an Authorized Officer of any other subsection belowCredit Party obtaining knowledge of (i) any (X) Default or (Y) Event of Default, after (ii) any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, , (biii) the occurrence of any Default, (c) the acceleration of the maturity of any Indebtedness owed by the Borrower action, event or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could condition which is reasonably be expected likely to have a Material Adverse Effect, , (div) the occurrence opening of any Termination Event, (e) the filing office of any suit or proceeding, Credit Party or the assertion in writing change of a claim against the Borrower chief executive office or the principal place of business of any Material Subsidiary Credit Party or of the location of any Credit Party's books and records with respect to the Borrower’s Collateral or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower Mortgaged Property, or such Material Subsidiary in excess of $50,000,000; (f) the occurrence location of any Credit Party for purposes of the UCC, (v) any change in the name or the jurisdiction of organization of any Credit Party, (vi) any other event which would materially decrease the value of default by the Borrower Collateral or any Mortgaged Property, provided that notice of its Subsidiaries any such event shall be given within thirty (30) days after such event, (vii) any material amendment to any agreements that are part of the Collateral or relate to any Mortgaged Property, (viii) any Person taking any action to enforce remedies with respect to a claimed default or event or condition of the type referred to in the payment paragraphs (g), (h) or performance of (i) of Article 7, (ix) any strike, walkout, work stoppage or other material obligations labor difficulty with respect to any Credit Party or Subsidiary of a Credit Party or (x) any pending or contemplated condemnation proceeding affecting any Mortgaged Property which would result in Condemnation Proceeds of $2,000,000 or more, give written notice thereof to the Administrative Agent specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such Person is required to pay and the nature of such claimed Event of Default or perform under the terms of any indenture, mortgage, deed of trust, security agreement, lease, condition 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrowerany Credit Party has taken, Subsidiary or Material Subsidiary, as applicable, has taken is taking and proposes to take with respect thereto. Each . (b) Promptly upon (i) but in any event (x) within five (5) days after, an Authorized Officer of any Credit Party obtains knowledge of the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting any Credit Party or any of its assets and (y) within ten (10) days after, an Authorized Officer of any Credit Party obtains knowledge of the threat of, any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting any Credit Party or any of its assets (including in the case of clause (x) or (y), without limitation, any Mortgaged Property but excluding any condemnation proceeding or any sale or 77 disposition in lieu of condemnation with respect to any Mortgaged Property which would result in Condemnation Proceeds of less than $2,000,000) and (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Administrative Agent), which, in the case of clause (i) or (ii) above, is reasonably likely to have a Material Adverse Effect, give written notice thereof to the Administrative Agent and provide such other information as may be available to it to enable the Administrative Agent to evaluate such matters; and, in addition to the requirements set forth in this subsection (b), such Credit Party upon request shall promptly give notice to the Administrative Agent of the status of any action, suit, proceeding, investigation or arbitration covered by a report delivered to the Administrative Agent pursuant to Section 6.03(bthis subsection (b) shall describe with particularity any all provisions of this Agreement and if, applicable, provide such other Loan Documents, that have been breachedinformation as may be reasonably available to it to enable the Administrative Agent to evaluate such matters.

Notice of Material Events. The Borrower will promptly notify the Administrative Agent, for distribution to the LC Issuer and each Lender, promptly, and not later than five ------------------------- USB: (51) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection belowmaterial adverse change in Borrower's financial condition or Borrower's Consolidated financial condition, after any Responsible Officer or general counsel (2) of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, (b) the occurrence of any Default, , (c3) of the acceleration of the maturity of any Indebtedness Debt owed by the Borrower or any of its Subsidiaries or of any default by the Borrower 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 its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiarytheir properties is bound, if such acceleration or default has had or could might reasonably be expected to have a Material Adverse Effect, material adverse effect upon Borrower's Consolidated financial condition, (d4) of any uninsured claim of $100,000 or more asserted against Borrower or its properties, (5) of the occurrence of any Termination Event, , (e6) of the filing of any suit or proceedingproceeding against Borrower in which an adverse decision could have a material adverse effect upon Borrower's financial condition, business or the assertion in writing of a claim against the Borrower operations (or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess a judgment not covered by insurance of $50,000,000; 100,000 or more against Borrower), (f7) of the occurrence merger or consolidation of any event of default by the Borrower or any of its Subsidiaries in Affiliates with any other business entity not previously affiliated with Borrower, and (8) of the payment or performance of (i) any material obligations such Person is required to pay or perform under the terms of any indenturesale, mortgage, deed of trust, security agreementtransfer, lease, exchange or disposal by Borrower of any material assets or properties or any assets or properties with a value in excess of $200,000, except sales of already-severed hydrocarbons and franchiseother products in the ordinary course of Borrower's business. Upon the occurrence of any of the foregoing, Borrower will take all necessary or appropriate steps to remedy promptly any such material adverse change, Default, or other agreementdefault, contract to protect against any such adverse claim, to defend any such suit or other instrument or obligation proceeding, and to which it is a party or by which it or resolve all controversies on account of any of its properties is bound, or (ii) any Indebtedness, the foregoing. Borrower will also notify USB in writing at least twenty Business Days prior to the extentdate that 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, in furnishing with such notice any necessary financing statement amendments or requesting USB and its counsel to prepare the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breachedsame.

Notice of Material Events. (I) The Borrower will notify furnish to the Administrative Agent, Agent for distribution delivery to the LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel Lender prompt written notice of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, offollowing: (a) the occurrence of any event or circumstance that has hadEvent of Default or, or could reasonably be expected to havethe knowledge of the Borrower, a Material Adverse Effect,any Default; (b) the occurrence of filing or commencement of, or any Default, (c) material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the acceleration knowledge of the maturity of any Indebtedness owed by Borrower, affecting the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such a Material Subsidiary in excess of $50,000,000Adverse Effect; (fc) to the knowledge of the Borrower, the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware 13380177v4 of any basis for any Environmental Liability, in each case which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) promptly and in any event within fifteen (15) days of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Loan Parties and their Subsidiaries in an aggregate amount exceeding $10,000,000; and (e) the occurrence of any event of default, or, to the knowledge of the Borrower, any default that is not cured within any applicable grace period, or the receipt by the Borrower or any of its their Subsidiaries in the payment or performance of (i) any material obligations such Person is required to pay or perform under the terms of any indenturewritten notice of an alleged default or event of default, mortgage, deed with respect to any Material Indebtedness 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 the Borrower or any of its properties is bound, or Subsidiaries. (iiII) any Indebtedness, The Borrower will furnish to the extent, in Administrative Agent for delivery to each Lender the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.following:

Notice of Material Events. The Borrower will notify shall furnish to the Administrative Agent, for distribution to the LC Issuer Agent and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel Lender prompt written notice of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, offollowing: (a) the occurrence of any event Default; (b) the filing or circumstance that has hadcommencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority Applicable or Insurance Regulatory Authority against or affecting the Borrower or any Material Subsidiary that, if adversely determined, could reasonably be expected to have, result in a Material Adverse Effect, (b) Effect or the occurrence filing any other legal or arbitral proceedings, and any material development in respect of any Default, (c) the acceleration of the maturity of any Indebtedness owed by such legal or other proceedings, affecting the Borrower or any of its Subsidiaries Subsidiaries, except proceedings that, if adversely determined, would not (either individually or in the aggregate) have a Material Adverse Effect; (c) the occurrence of any default by the Borrower ERISA Event that, alone or together with any of its Subsidiaries under any Contractual Obligation other ERISA Events that have occurred, could reasonably be expected to result in liabilities of the Borrower and its Material Subsidiaries in an aggregate amount exceeding $10,000,000; (d) the occurrence of any change in the Borrower’s Senior Debt Ratings by either of Xxxxx’x and S&P; (e) at least five Business Days prior to the effectiveness of any amendment to the terms of the Placed Debt, or the effectiveness of any agreement governing any Debt in replacement or exchange thereof, a copy of such Subsidiary, if such acceleration amendment or default has had or agreement; (f) any change in any Applicable Insurance Code that could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of promptly upon a claim against the Borrower or any Material Subsidiary or with respect to the BorrowerFinancial Officer’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the payment or performance of (i) any material obligations becoming aware of such Person is required to pay or perform under the terms of any indenture, mortgage, deed of trust, security agreement, lease, change 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, or (ii) any Indebtedness, to reaching the extent, in the case of clauses (i) and (ii), belief that such event of default change could reasonably be expected to have a Material Adverse Effect; and; (g) any announcement change in the published financial strength rating by Best of any Person to which any Insurance Subsidiary has ceded risk pursuant to a Reinsurance Agreement (other than the Intercompany Pooling Arrangement) if such change in causes such published rating to be “B++” or lower; and (h) any other development that results in, or would reasonably be expected to result in, a RatingMaterial Adverse Effect. Each notice pursuant to delivered under this Section shall be accompanied by a statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth the details of the occurrence referred event or development requiring such notice and any action taken or proposed to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has be taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the LC Issuer and each Lender, promptly(a) Promptly, and not later than five in any event within three (53) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case Borrower or any of any other subsection below, after any Responsible Officer or general counsel its Restricted Subsidiaries becoming aware of the following events, Borrower has knowledge thereof, stating that such will furnish to the Administrative Agent and each Lender written notice is being given pursuant to this Agreement, ofof the following: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, (bi) the occurrence of any Default,; (cii) an announcement by Xxxxx’x or S&P of a change in (A) the acceleration Issuer Rating or (B) any other rating of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries Subsidiaries; (iii) the issuance, or any proposed issuance, of any default Senior Notes by the Borrower or any of its Restricted Subsidiaries; and (iv) any sales, transfer, assignments or other dispositions of Property of Borrower or any of its Restricted Subsidiaries under governed by Sections 7.5(d), 7.5(e), 7.5(f) (but only if such transaction involves the sale of assets plus the economic loss of unwinding any Contractual Obligation related Hedging Agreement have a cumulative value in excess of five percent (5%) of the lesser of (A) the Borrowing Base, if in effect, and (B) the Commitments) or Section 7.5(g); (b) Promptly, and in any event within thirty (30) days of Borrower or such Subsidiaryany of its Restricted Subsidiaries becoming aware of the following events, Borrower will furnish to the Administrative Agent and each Lender written notice of the following: (i) (A) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting Borrower or any of its Restricted Subsidiaries thereof or (B) the occurrence of any adverse development with respect to any action, suit or proceeding previously disclosed to the Administrative Agent or the Lenders pursuant to this Agreement, in each case if such acceleration action, suit, proceeding or default has had development could reasonably be expected to result in a Material Adverse Effect; (ii) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred for which liability remains outstanding, could reasonably be expected to result in liability of Borrower and its Restricted Subsidiaries in an aggregate amount which could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (fiii) the occurrence of any event of default by the and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened or other environmental claims against Borrower or any of its their Restricted Subsidiaries in the 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 boundtheir Properties pursuant to any applicable Environmental Laws which, or (ii) any Indebtednessif adversely determined, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; (iv) any default under one or more Hedging Agreements which results in an obligation of Borrower or any of its Restricted Subsidiaries to make one or more payments in an aggregate amount in excess of $25,000,000; and (gv) any announcement of any change in other development that results in, or could reasonably be expected to result in, a Rating. Material Adverse Effect. (c) Each notice pursuant to delivered under this Section shall be accompanied by a statement of a Responsible an Authorized Officer of the Borrower setting forth the details of the occurrence referred event or development requiring such notice and any action taken or proposed to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has be taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower will promptly notify the Administrative Agent, for distribution to the LC Issuer and each Lender, promptly, and not later than five : (5i) Business Days of any material adverse change in the case of subsection (b) below and not later than ten (10) Business Days in the case financial condition of any other subsection belowObligated Person or Borrower's consolidated financial condition, after any Responsible Officer or general counsel (ii) of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, (b) the occurrence of any Default, , (ciii) of the acceleration of the maturity of any Indebtedness Debt owed by the Borrower or any of its Subsidiaries Obligated Person or of any default by the Borrower any Obligated 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, (iv) of any uninsured claim of $200,000 or more asserted against any Obligated Person or any of its Subsidiaries under any Contractual Obligation properties, (V) of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, , (evi) of the filing of any suit or proceeding, proceeding against any Obligated Person (or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event material development in any such suit or proceeding) in which an adverse decision could have a material adverse effect upon any Obligated Person's financial condition, business or operations (or could result in a judgment not covered by insurance of default by $200,000 or more against Any Obligated Person), (vii) of the merger or consolidation of Borrower or any of its Subsidiaries in respective Affiliates with any other business entity, and (viii) of the payment or performance of (i) any material obligations such Person is required to pay or perform under the terms of any indenturesale, mortgage, deed of trust, security agreementtransfer, lease, exchange or disposal by any Obligated Person of any material assets or properties or any assets or properties with a value in excess of $200,000, except sales of already-severed hydrocarbons and franchiseother products in the ordinary course of an Obligated Person's business. Upon the occurrence of any of the foregoing, the Obligated Persons will take all necessary or appropriate steps to remedy promptly any such material adverse change, Default, or other agreementdefault, contract to protect against any such adverse claim, to defend any such suit or other instrument or obligation proceeding, and to which it is a party or by which it or resolve all controversies on account of any of its properties is bound, or (ii) any Indebtedness, the foregoing. Borrower will also notify Lender in writing at least twenty Business Days prior to the extentdate that any Obligated 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 Borrowing Base Properties, in furnishing with such notice any necessary financing statement amendments or requesting Lender and its counsel to prepare the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breachedsame.

Notice of Material Events. The Borrower will notify the Administrative Agent, Agent for distribution delivery to the LC Issuer and each Lender, Lender promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten thirty (1030) Business Days days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect,; (b) the occurrence of (i) any Default or Event of Default,, (ii) any “Default” or “Event of Default” as defined in the Indenture, (iii) any “Default” or “Event of Default” as defined in the Revolving Credit Agreement or (iv) any “Default” or “Event of Default” as defined in the Existing Term Loan Agreement; (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries Restricted Persons or of any default by the Borrower or any Restricted Persons under any indenture, mortgage, agreement, contract or other instrument to which it is a party or by which it or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiaryproperties is bound, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect,; (d) the occurrence of any Termination Event,; and (e) the filing of any suit or proceeding, or the assertion in writing of a claim claim, against the Borrower or any Material Subsidiary Restricted Person or with respect to the Borrower’s or any Material SubsidiaryRestricted Person’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, Restricted Person has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b6.04(b) shall describe with particularity any and all provisions of this Agreement, the Indenture, the Revolving Credit Agreement, the Existing Term Loan Agreement and ifor any related documents, if applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten thirty (1030) Business Days days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, (b) the occurrence of any Default, (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000100,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Each Borrower will notify the Administrative Agent, for distribution ------------------------- give prompt notice in writing to the LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case Lenders of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has hadDefault, or could reasonably be expected to have, a Material Adverse Effect, (b) the occurrence of any Default, (c) the acceleration of the maturity of any Indebtedness owed by the Borrower other development, financial or otherwise, relating specifically to AI or any Subsidiaries (and not of its Subsidiaries a general economic or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or political nature) which could reasonably be expected to have a Material Adverse Effect, , (dc) the occurrence receipt of any Termination Event, (e) notice from any Governmental Authority of the filing of any suit expiration without renewal, revocation or proceedingsuspension of, or the assertion in writing institution of a claim against the Borrower any proceedings to revoke or suspend, any License now or hereafter held by AI or any Material Insurance Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the payment or performance of (i) any material obligations such Person is required to pay conduct insurance business in compliance with all applicable laws and regulations and the expiration, revocation or perform under the terms suspension 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and , (d) the receipt of any notice from any Governmental Authority of the institution of any disciplinary proceedings against or in respect of AI or any Insurance Subsidiary, or the issuance of any order, the taking of any action or any request for an extraordinary audit for cause by any Governmental Authority which, if adversely determined, could reasonably be expected to have a Material Adverse Effect, (e) any judicial or administrative order limiting or controlling the business of AI or any of its subsidiaries (and not the industry in which AI or such subsidiary is engaged generally) which has been issued or adopted which could reasonably be expected to have a Material Adverse Effect, (f) the receipt of any notice from the Indiana Insurance Commissioner or any other Governmental Authority of the revocation or suspension of, or the institution of any proceedings to revoke or suspend, the AI Insurance Approval, or (g) any announcement the commencement of any change litigation which could reasonably be expected to result in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breachedAdverse Effect.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the each LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten thirty (1030) Business Days days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, (b) the occurrence of any Default, (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such have a Material Subsidiary in excess of $50,000,000Adverse Effect; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower will notify (a) Promptly upon any executive officer of any Debtor obtaining knowledge of (i) any Default or Event of Default, or becoming aware that any Lender has given notice or taken any other action with respect to a claimed Event of Default, (ii) any material adverse change in the Administrative Agentcondition or operations of the Parent or the Parent and its Subsidiaries taken as a whole, for distribution financial or otherwise, (other than changes due to seasonality that are consistent with the corresponding periods in prior years), (iii) any action or event which might materially and adversely affect the performance of the Debtors' obligations under this Credit Agreement, the repayment of the Notes, or the security interests granted to the LC Issuer Agent for the benefit of the Lenders under this Credit Agreement or any other Fundamental Document, (iv) the opening of any office of any Debtor or the change of the executive office or the principal place of business of any Debtor or of the location of any Debtor's books and each Lenderrecords, promptly(v) any change in the name of any Debtor, (vi) any other event which may materially and adversely impact upon the amount or collectibility of accounts receivable of the Debtors or otherwise materially decrease the value of the Collateral or (vii) any Person giving any notice to any Debtor or taking any other action to enforce remedies with respect to a claimed default or event or condition of the type referred to in paragraph (d) of Article 7, such Debtor shall promptly give written notice thereof to the Agent specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken and the nature of such claimed Event of Default or condition and what action such Debtor has taken, is taking and proposes to take with respect thereto. (b) Promptly upon any executive officer of any Debtor obtaining knowledge of (i) the institution of, or threat of, any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting any Debtor or any of its assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not later than five (5) Business Days previously disclosed to the Lenders), which, in the case of subsection (bi) below and not later than ten or (10ii) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, (b) the occurrence of any Default, (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiarymight, if such acceleration or default has had or could adversely determined, reasonably be expected to have a Material Adverse Effect, (d) materially adverse effect on the occurrence of any Termination Event, (e) the filing of any suit or proceedingParent and its Subsidiaries taken as a whole, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect such Debtor shall promptly give notice thereof to the Borrower’s or any Material Subsidiary’s properties which could reasonably Agent and provide such other information as may be expected available to result it to enable the Lenders to evaluate such matters; and, in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, addition to the extent, requirements set forth in the case of clauses (i) and (ii) of this subsection (b), such event Debtor upon request shall promptly give notice of default could the status of any action, suit, proceeding, investigation or arbitration covered by a report delivered to the Lenders pursuant to clause (i) and (ii) above to the Lenders and provide such other information as may be reasonably be expected available to have it to enable the Lenders to evaluate such matters. For the purposes of this Section 5.4, the submittal or filing by a Material Adverse Effect; andDebtor of a notice or report or an application for the issuance, modification or renewal of any permit or the acknowledgment by a Governmental Authority of receipt of such notice, report or application shall not constitute an "action", "suit", "proceeding", "investigation" or "arbitration". (gc) Provide 10 days' prior written notice to the Agent in the event any announcement of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer asset of the Borrower setting forth details of the occurrence referred Parent or a Domestic Subsidiary is to herein and stating what action the Borrower, Subsidiary be transferred or Material Subsidiary, as applicable, has taken and proposes otherwise assigned to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breachedNBV.

Notice of Material Events. The Borrower will promptly notify the Administrative Agent, for distribution to the LC Issuer and each Lender, promptly, and not later than five BOK: (51) Business Days of any material adverse change in the case financial condition of subsection Borrower, (b2) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, (b) the occurrence of any Default, , (c3) of the acceleration of the maturity of any Indebtedness Debt owed by the Borrower or of any default by Borrower under any indenture, mortgage, agreement, contract or other instrument to which Borrower is a party or by which Borrower or any of Borrower’s properties is bound, (4) of any uninsured claim of $500,000 or more asserted against Borrower or any of its Subsidiaries or properties, (5) of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, proceeding against Borrower (or the assertion occurrence of any material development in writing any such suit or proceeding) in which an adverse decision could have a material adverse effect upon Borrower’s financial condition, business or operations (or could result in a judgment not covered by insurance of a claim $500,000 or more against the Borrower Borrower) , (6) of any Termination Event or any Material Subsidiary or adverse development with respect to any ERISA Plan, (7) of the Borrower’s merger or consolidation of Borrower with any other business entity, (8) of the sale, transfer, lease, exchange or disposal by Borrower of any material assets or properties or any Material Subsidiary’s assets or properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary with a value in excess of $50,000,000; 250,000, except sales of already-severed hydrocarbons and other products in the ordinary course of Borrower’s business, and (f9) of the occurrence of any event of the following: a material adverse change in the financial condition of Guarantor, a default by Guarantor with respect to any material indebtedness owed by Guarantor to any Person or the Borrower or filing by Guarantor of any petition for bankruptcy protection. Upon the occurrence of any of its Subsidiaries in the payment foregoing, Borrower will take all necessary or performance of (i) appropriate steps to remedy promptly any such material obligations adverse change, Default, or default, to protect against any such Person is required adverse claim, to pay defend any such suit or perform under the terms proceeding, and to resolve all controversies on account of any indenture, mortgage, deed of trust, security agreement, lease, and franchise, the foregoing. Borrower will also notify BOK in writing at least twenty Business Days prior to the date that Borrower changes its name or other agreement, contract or other instrument or obligation to which it is a party or by which it or any the location of its properties is boundchief 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 (ii) any Indebtedness, requesting BOK and its counsel to prepare the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breachedsame.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution furnish to the LC Issuer and each Lender, promptly, and not later than five Lender prompt (5but in any event within any time period that may be specified below) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel written notice of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, offollowing: (a) as soon as practicable, and in any event within three (3) Business Days after a Responsible Officer of a Loan Party has knowledge of the existence thereof, the occurrence of any event Default; (b) receipt of any notice of any investigation by a Governmental Authority or circumstance any litigation or proceeding commenced or threatened in writing against any Loan Party or any Subsidiary that has had, or (i) could reasonably be expected to haveresult in damages in excess of the Notice Amount (and not covered by insurance), a Material Adverse Effect, (bii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party or any Subsidiary, (v) alleges the occurrence violation of, or seeks to impose remedies under any Environmental Law or related Law, or seeks to impose Environmental Liability, in each case if adversely determined could reasonably be expected to result in damages in excess of the Notice Amount (and not covered by insurance), (vi) asserts tax liens on the part of any Default,Loan Party or any Subsidiary in respect of any unpaid tax, fee, assessment, or other governmental charge in each case if adversely determined could reasonably be expected to result in damages in excess of the Notice Amount (and not covered by insurance), and except to the extent contested in good faith, or (vii) involves any product recall in excess of the Notice Amount; (c) the acceleration of the maturity of any Indebtedness owed material change in accounting or financial reporting practices by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect,; (d) the occurrence of any Termination Event, (e) the filing of ERISA Event that, alone or together with any suit or proceedingother ERISA Events that have occurred, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability a Material Adverse Effect; (e) within two (2) Business Days after the occurrence thereof, any Loan Party or any Subsidiary entering into a Swap Contract or an amendment to Borrower a Swap Contract, together with copies of all agreements evidencing such Swap Contract or such Material Subsidiary in excess of $50,000,000amendment; (f) any change in the occurrence credit ratings from a credit rating agency, or the placement by a credit rating agency of any event of default by the Borrower Loan Party on a “Credit Watch” or “WatchList” or any of similar list, in each case with negative implications, or the cessation by a credit rating agency of, or its Subsidiaries in the payment or performance of intent to cease, rating such Loan Party’s debt; (ig) 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 franchiseother development that results in, 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have result in, a Material Adverse Effect; and (gh) any announcement of any change in the information provided in any Beneficial Ownership Certification delivered to the Lender that would result in a Ratingchange to the list of beneficial owners identified in such certification. Each notice pursuant to delivered under this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth the details of the occurrence referred event or development requiring such notice and any action taken or proposed to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has be taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.DOCPROPERTY DOCXDOCID DMS=HummingbirdDM5 Format=<<LIB>>\<<NUM>>v<<VER>> \* MERGEFORMAT CHAR1\1809416v7

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) Promptly upon any Executive Officer of a Credit Party obtaining knowledge of (i) any Default or Event of Default, or becoming aware that the occurrence Agent, the Issuing Bank or any Lender has given notice or taken any other action with respect to a claimed Event of Default, (ii) any material adverse change in the condition or operations of any Credit Party, financial or otherwise, (iii) any action or event or circumstance that has had, or which could reasonably be expected to havematerially and adversely affect the performance of the Credit Parties' obligations under this Credit Agreement or any other Fundamental Document, the repayment of the Notes, or the security interests granted to the Agent for the benefit of itself, the Issuing Bank and the Lenders under this Credit Agreement or any other Fundamental Document, (iv) any other event which could reasonably be expected to result in a Material Adverse Effect,Effect or would otherwise cause the loss of greater than 5,000,000 Subscribers, (v) the opening of any office of a Credit Party or the change of the executive office, jurisdiction or form of organization, or the principal place of business of any Credit Party or of the location of any Credit Party's books and records, (vi) any change in the name of any Credit Party, (vii) any other event which could reasonably be expected to materially and adversely impact upon the amount of collectability of any material accounts receivable of the Credit Parties or materially decrease the value of the Collateral or the Pledged Securities, (viii) any proposed material amendment to any material agreements that are part of the Collateral, or (ix) any Person giving any notice to any Credit Party or taking any other action with respect to a claimed default or event or condition of the type referred to in paragraph (e) of Article 7, such Credit Party shall promptly give written notice thereof to the Agent specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken and the nature of such claimed Event of Default or condition and what action such Credit Party has taken, is taking and proposes to take with respect thereto. -52- 61 (b) the occurrence Promptly upon any Executive Officer of any Default, a Credit Party obtaining knowledge of (ci) the acceleration of the maturity of institution of, or threat of, any Indebtedness owed action, suit, proceeding, investigation or arbitration by the Borrower any Governmental Authority or other Person against or affecting any Credit Party or any of its Subsidiaries assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in the case of any default by the Borrower (i) or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary(ii) might, if such acceleration or default has had or could adversely determined, reasonably be expected to have a Material Adverse Effect, Effect or would otherwise cause the loss of greater than 5,000,000 Subscribers, such Credit Party shall promptly give notice thereof to the Agent and provide such other information as may be available to it (d) the occurrence without waiver of any Termination Event, (eapplicable evidentiary privilege) to enable the filing of any suit or proceedingLenders to evaluate such matters; and, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect addition to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result requirements set forth in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii) of this subsection (b), such event Credit Party upon request shall promptly give notice of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement the status of any change in action, suit, proceeding, investigation or arbitration covered by a Rating. Each notice report delivered to the Lenders pursuant to this Section shall clause (i) and (ii) above to the Lenders and provide such other information as may be accompanied by a statement of a Responsible Officer of reasonably available to it to enable the Borrower setting forth details of the occurrence referred Lenders to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breachedevaluate such matters.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the LC Issuer and each Lender, promptlyPromptly, and not later than in any event within five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection belowDays, after any Responsible Officer or general counsel of the Borrower has upon obtaining actual knowledge thereof, stating that such the Borrower will furnish to the Lender written notice is being given pursuant to this Agreement, ofof the following: (ai) the occurrence of any event (A) Default or circumstance that has had(B) Event of Default; (ii) the filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Loan Parties or Affiliates, including pursuant to any applicable Environmental Laws, that could reasonably be expected to havebe adversely determined, a Material Adverse Effect, (b) the occurrence of any Default, (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiaryand, if such acceleration or default has had or so determined, could reasonably be expected to have a Material Adverse Effect,; (diii) the occurrence notice of any Termination Event, (e) the filing action arising under any Environmental Law or of any suit or proceeding, or the assertion in writing of a claim against the Borrower noncompliance by any Loan Party or any Material Subsidiary or subsidiary thereof with respect to the Borrower’s any Environmental Law or any Material Subsidiary’s properties which Permit required thereunder that, if adversely determined, could reasonably be expected to result in liability to Borrower or such have a Material Subsidiary in excess of $50,000,000Adverse Effect; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the payment or performance of (iiv) any material obligations such Person is required to pay change in accounting or perform under financial reporting practices by 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, or Loan Parties; (iiv) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default matter or development that has had or could reasonably be expected to have a Material Adverse Effect; and (gvi) the occurrence of any event or any other development by which any Loan Party (i) fails to comply with any Law or to obtain, maintain or comply with any material Permit required under any Law (including Environmental Law), (ii) becomes subject to any material liability, (iii) receives written notice of any claim with respect to any material liability, or (iv) becomes aware of any basis for any material liability; (vii) the occurrence of any event of default, or the receipt by any Loan Party of any written notice of an alleged event of default, with respect to the Merger Agreement or any Material Project Document of any Loan Party; and (viii) any announcement of other material notice or other written information delivered by any change counterparty in a Ratingrelation to the Material Project Documents. Each notice pursuant to or other document delivered under this Section 10(a) shall be accompanied by a written statement of a Responsible Officer of the Borrower responsible officer setting forth the details of the occurrence referred event or development requiring such notice or other document and any action taken or proposed to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has be taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the LC Issuer and each Lender, promptly, and not later than five (5a) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of Promptly upon any other subsection below, after any Responsible Authorized Officer or general counsel of the Borrower has obtaining knowledge thereofof (i) any Default or Event of Default, stating that such notice is being given pursuant to this Agreement(ii) any Material Adverse Effect, of: (aiii) the occurrence of any action or event or circumstance that has had, or which could reasonably be expected to have, a Material Adverse Effect, (b) materially and adversely affect the occurrence performance of any Default, (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s obligations under this Credit Agreement or any Material Subsidiary’s properties other Fundamental Document, the repayment of the Notes or the security interests granted to the Collateral Agent for the benefit of the Secured Parties under this Credit Agreement or any other Fundamental Document, (iv) any other event which could reasonably be expected to result in liability to Borrower or such a Material Subsidiary in excess of $50,000,000; Adverse Effect, (fv) the occurrence opening of any event office of default by the Borrower or the change of the executive office or the principal place of business of the Borrower or of the location of the Borrower’s books and records with respect to the Collateral, (vi) any of its Subsidiaries change in the payment name or performance jurisdiction of organization of the Borrower, (ivii) 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 Material Change or any of its properties is bound, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such other event of default which could reasonably be expected to have a Material Adverse Effect; and (g) any announcement materially and adversely impact the amount or collection of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer accounts receivable of the Borrower setting forth details or otherwise materially decrease the value of the occurrence referred Collateral, (viii) any proposed material amendment to herein any agreements that are part of the Collateral, or (ix) any Person giving any notice to the Borrower or taking any other action to enforce remedies with respect to a Bankruptcy of the Borrower, the Borrower shall promptly give written notice thereof to the Administrative Agent specifying the nature and stating period of existence of any such condition or event, or specifying the notice given or action taken by such Person and the nature of such claimed Event of Default or condition and what action the BorrowerBorrower has taken, Subsidiary or Material Subsidiary, as applicable, has taken is taking and proposes to take with respect thereto. (b) Promptly upon any Authorized Officer of the Borrower obtaining knowledge of (i) the institution of, or threat of, any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting any material portion the Borrower’s assets or any Eligible Title, (ii) the institution of, or threat of, any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of their respective properties or rights which, if adversely determined, could be reasonably expected to result in a Material Adverse Effect, or (iii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders) which, if decided adversely, could reasonably be expected to result in a Material Adverse Effect, the Borrower shall promptly give written notice thereof to the Administrative Agent and provide such other information as may be available to it to enable the Lenders to evaluate such matters. Each In addition to the requirements set forth in clauses (i), (ii) and (iii) of this subsection (b), the Borrower upon request shall promptly give notice of the status of any action, suit, proceeding, investigation or arbitration covered by a report delivered to the Lenders pursuant to Section 6.03(bclause (i), (ii) shall describe with particularity any all provisions of this Agreement or (iii) above to the Lenders and if, applicable, provide such other Loan Documents, that have been breachedinformation as may be reasonably requested and available to it to enable the Lenders to evaluate such matters.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence Promptly upon any executive officer of any Credit Party obtaining knowledge of (i) any Default or Event of Default, (ii) any material adverse change in the condition (financial or otherwise) or operations of any Credit Party or Sponsor, (iii) any action or event or circumstance that has had, or which could reasonably be expected to havematerially and adversely affect the performance of the Credit Parties’ obligations under this Credit Agreement or any other Fundamental Document, the repayment of the Notes or the security interests granted to the Administrative Agent for the benefit of the Secured Parties under this Credit Agreement or any other Fundamental Document, (iv) any other event which could reasonably be expected to result in a Material Adverse Effect,, (v) the opening of any office of any Credit Party or Sponsor (to the extent such Sponsor has granted an accommodation security interest in favor of Administrative Agent) or the change of the chief executive office or the principal place of business of any Credit Party or Sponsor (to the extent such Sponsor has granted an accommodation security interest in favor of Administrative Agent) or of the location of any Credit Party’s or Sponsor’s (to the extent such Sponsor has granted an accommodation security interest in favor of Administrative Agent) books and records with respect to the Collateral, (vi) any change in the name of any Credit Party or Sponsor (to the extent such Sponsor has granted an accommodation security interest in favor of Administrative Agent), (vii) any other event which could reasonably be expected to materially and adversely impact upon the amount or collectibility of accounts receivable of the Credit Parties or otherwise materially decrease the value of the Collateral or the Pledged Securities, (viii) any proposed material amendment to any agreements that are part of the Collateral or (ix) any Person giving any notice to any Credit Party or taking any other action to enforce remedies with respect to a claimed default or event or condition of the type referred to in paragraph (g) or (h) of Article 7, such Credit Party shall promptly give written notice thereof to the Administrative Agent specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such Person and the nature of such claimed Event of Default or condition and what action any Credit Party has taken, is taking and proposes to take with respect thereto. (b) the occurrence Promptly upon any executive officer of any Default, Credit Party obtaining knowledge of (ci) the acceleration of the maturity of institution of, or threat of, any Indebtedness owed action, suit, proceeding, investigation or arbitration by the Borrower any Governmental Authority or other Person against or affecting any Credit Party or any of its Subsidiaries or of any default by the Borrower assets or any Qualifying Picture, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in the case of its Subsidiaries under any Contractual Obligation of the Borrower (i) or such Subsidiary(ii), if such acceleration or default has had or adversely determined could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect such Credit Party shall promptly give written notice thereof to the Borrower’s or any Material Subsidiary’s properties which could reasonably Administrative Agent and provide such other information as may be expected available to result it to enable the Lenders to evaluate such matters; and, in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, addition to the extent, requirements set forth in the case of clauses (i) and (ii) of this subsection (b), such event Credit Party upon request shall promptly give notice of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement the status of any change in action, suit, proceeding, investigation or arbitration covered by a Rating. Each notice report delivered to the Lenders pursuant to this Section shall clause (i) and (ii) above to the Lenders and provide such other information as may be accompanied by a statement of a Responsible Officer of reasonably available to it to enable the Borrower setting forth details of the occurrence referred Lenders to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breachedevaluate such matters.

Notice of Material Events. The Administrative Borrower, upon a Borrower will notify or the Intermediate Holding Company obtaining knowledge thereof, shall promptly give notice to the Administrative Agent, for distribution to the LC Issuer Agent and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreementincluding brief particulars, of: (a) the occurrence of a Default hereunder; (b) the occurrence of any event of default under any Material Contract or circumstance any other instrument or other agreement to which any Loan Party is a party and which evidences, secures or governs Indebtedness having an aggregate principal amount in excess of $250,000; (c) the passage of any statute, the publication of any decree or order, the promulgation of any regulation thereunder or interpretation thereof or the institution of any litigation, proceeding or investigation against or affecting any Loan Party which, in the judgment of such Borrower, could reasonably be expected to have a Material Adverse Effect; (d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that has hadhave occurred, would reasonably be expected to have a Material Adverse Effect; (e) any lapse, refusal to renew or extend or other termination of any material License issued to any Loan Party by any Person or Governmental Authority, which lapse, refusal or termination, would reasonably be expected to have a Material Adverse Effect; (f) the occurrence of any insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding; (g) any change in the board of directors (or similar governing body) of the Intermediate Holding Company or any of its Subsidiaries; (h) within five (5) Business Days of receipt thereof, (i) copies of any material notice relating to any Processor Agreement, and (ii) copies of any notice by an agent or sub-ISO of its intent to acquire Merchant Agreements or otherwise exercise any rights or take action that could reasonably be expected to result in a Material Adverse Effect; (i) any other development that has, or could would reasonably be expected to have, a Material Adverse Effect, (b) the occurrence of any Default, (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (gj) any announcement of any change in the information provided in the Beneficial Ownership Certification that would result in a Rating. Each notice pursuant change to this Section shall be accompanied by a statement the list of a Responsible Officer beneficial owners identified in parts (c) or (d) of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breachedsuch certification.

Notice of Material Events. The Borrower will notify shall furnish written notice of each of the following to the Administrative Agent, for distribution to the LC Issuer Agent and each Lender, Lender promptly, and not but no later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has obtaining actual knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event Default; (b) the actual or circumstance that has hadthreatened filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority or Applicable Insurance Regulatory Authority against or affecting the Borrower or any Material Subsidiary that, if adversely determined, could reasonably be expected to have, result in a Material Adverse Effect, (b) Effect or the occurrence filing of any Default, (c) the acceleration other legal or arbitral proceedings, and any material development in respect of the maturity of any Indebtedness owed by such legal or other proceedings, affecting the Borrower or any of its Subsidiaries Subsidiaries, except proceedings that, if adversely determined, would not (either individually or in the aggregate) have a Material Adverse Effect; (c) the occurrence of any default ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (d) the occurrence of any downgrade in the Best FSR of any Material Insurance Subsidiary; (e) the incurrence or issuance of any Material Debt, or the effectiveness of any amendment to the terms of any Material Debt, or the effectiveness of any agreement governing any Debt in replacement or exchange thereof (in addition to written notice to the Administrative Agent, the Borrower shall also provide, if requested by the Borrower Administrative Agent, a copy of any agreement or amendment related to any of its Subsidiaries under such Debt); (f) any Contractual Obligation of the Borrower actual or such Subsidiary, if such acceleration or default has had or proposed change in any Applicable Insurance Code that could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to promptly upon the Borrower’s or any Material Insurance Subsidiary’s properties which could having actual knowledge of such actual or proposed change; (g) a material change to the investment policy of the Borrower; and (h) any other development that results in, or would reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the payment or performance of (i) any material obligations such Person is required to pay or perform under the terms of any indenturein, 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to delivered under this Section shall be accompanied by a statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth the details of the occurrence referred event or development requiring such notice and any action taken or proposed to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has be taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower will notify the Administrative Agentand each Guarantor, for distribution to the LC Issuer and each extent applicable, shall promptly give notice to the Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreementincluding brief particulars, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect,Default hereunder; (b) the occurrence of any Default,default, event of default or acceleration under any other instrument or other agreement to which any Loan Party is a party and which evidences, secures or governs Indebtedness that is material to such Loan Party; (c) the acceleration passage of any statute, the publication of any decree or order, the promulgation of any regulation thereunder or interpretation thereof which, in the judgment of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such SubsidiaryBorrower, if such acceleration or default has had or could reasonably be expected to might have a Material Materially Adverse Effect,; (d) the occurrence institution of any Termination Event, litigation, proceeding or investigation (e) the filing of any suit or proceeding, or the assertion in writing of a claim threat thereof) against the Borrower or affecting any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower Loan Party or any of its Subsidiaries in the payment or performance of their respective assets which (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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and(ii) questions the validity or enforceability of any Loan Document; or (iii) seeks to (or is expected to) rescind, terminate, revoke, cancel, withdraw, suspend, modify or withhold any license, permit or authorization material to the business of such Loan Party; (e) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (f) any lapse, refusal to renew or extend or other termination of any material license, permit, franchise or other authorization issued to any Loan Party by any Person or Governmental Authority, which lapse, refusal or termination, could reasonably be expected to result in a Material Adverse Effect; (g) the issuance by any announcement Loan Party of any change Capital Stock resulting in a Rating. Each notice pursuant to this cash proceeds or the incurrence of any Indebtedness by any such Loan Party not permitted under Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of 7.1; (h) the occurrence referred of any insured damage to herein and stating what any material portion of any Collateral or the commencement of any action or proceeding for the Borrowertaking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding if the value thereof exceeds $50,000; or (i) any other development that results in, Subsidiary or could reasonably be expected to result in, a Material Adverse Change or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breachedAdverse Effect.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution BorrowersBorrower shall furnish to the LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel Lender prompt written notice of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, offollowing: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, (bi) the occurrence of any Default,; (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (eii) the filing or commencement of any action, suit or proceedingproceeding by or before any arbitrator, Governmental Authority or the assertion in writing of Applicable Insurance Regulatory Authority against or affecting a claim against the Borrower Loan Party or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which that, if adversely determined, could reasonably be expected to result in liability to Borrower a Material Adverse Effect or the filing any other legal or arbitral proceedings, and any material development in respect of such legal or other proceedings, affecting a Loan Party or any of its Subsidiaries, except proceedings that, if adversely determined, would not (either individually or in the aggregate) have a Material Subsidiary in excess of $50,000,000Adverse Effect; (fiii) the occurrence of any event of default by the Borrower ERISA Event that, alone or together with any of its Subsidiaries in the payment or performance of (i) any material obligations such Person is required to pay or perform under the terms of any indentureother ERISA Events that have occurred, 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have result in liabilities of a Material Adverse Effect; andLoan Party and its Subsidiaries in an aggregate amount exceeding $10,000,000; (giv) any announcement the occurrence of any change in the Best Rating of an Insurance Subsidiary; (v) on or prior to the effectiveness of any amendment to the terms of any Material Debt (other than Debt owed to an Applicable FHLB), or the effectiveness of any agreement governing any Debt in replacement or exchange thereof, a Rating. Each notice pursuant copy of such amendment or agreement (other than Debt owed to this Section shall be accompanied by a statement of a Responsible Officer an Applicable FHLB); provided that promptly upon the request of the Borrower setting forth details Lender from time to time, the BorrowersBorrower shall provide to the Lender copies of the occurrence referred agreements and other documents evidencing, securing or otherwise governing Debt owed by any Domestic Insurance Subsidiary to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.its Applicable FHLB;

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel provide Agent prompt written notice of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, offollowing: (ai) the occurrence of any event Default or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect,Event of Default; (bii) the occurrence of any Default,default, event of default, termination event or similar event where Borrower is the defaulting party or sole affected party under any Third Party Derivative Transaction, together with copies of any related notices or communications related thereto or, if disclosure of such related notices would breach any obligation of confidentiality pursuant to such agreement, a certificate signed by a Responsible Officer of Borrower providing reasonable detail as to the circumstances of such event; (ciii) any representation made in Section 4(q) (ERISA) is or with the acceleration passage of the maturity time, giving of notice or expiry of any Indebtedness owed by applicable grace period will become untrue and, in the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing case of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which breach of Section 4(q)(i), that could reasonably be expected to result in liability to of Borrower or such Material Subsidiary any ERISA Affiliate in excess of $50,000,000an aggregate amount exceeding the Threshold Amount; (fiv) the occurrence of any event of default by the Lien (other than a Permitted Lien) or adverse claim is made or asserted against Borrower or any of its Subsidiaries in the payment Collateral; (v) Borrower has identified Lender as an ICA Affiliate; (vi) any instruction for withdrawal or performance release of cash from the Collateral Account (isimultaneously with the delivery of such notice to the Custodian); (vii) without prejudice to Section 6(e)(iii) (Fundamental Changes) below, any amendment or modification of, or waiver under, the Formation Documents of Borrower or the Custody Agreement; (viii) (A) any changes to the liquidity terms of any Investee Fund Interest or (B) any material obligations such Person is required changes to pay or perform under the terms investment strategy of any indenture, mortgage, deed of trust, security agreement, lease, and franchiseInvestee Fund; (ix) any event that has resulted in, 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have result in, a Material Adverse Effect; andor (gx) any announcement of any change in a Rating[Reserved]. Each notice pursuant to delivered under this Section 5(b) (Notice of Material Events) shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth the details of the occurrence referred thereof and any action taken or proposed to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has be taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the each LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten thirty (1030) Business Days days in the case of any other subsection below, after any Responsible Officer of the MLP or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, (b) the occurrence of any Default, (c) the acceleration of the maturity of any Indebtedness owed by the MLP, the Borrower or any of its their respective Subsidiaries or of any default by the MLP, the Borrower or any of its their respective Subsidiaries under any Contractual Obligation of the MLP, the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the MLP, the Borrower or any Material Subsidiary or with respect to the MLP’s, the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to any one or more of the MLP, the Borrower or such and any Material Subsidiary in excess of $50,000,000100,000,000 in the aggregate; (f) the occurrence of any event of default by the MLP, the Borrower or any of its their respective Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower or of the MLP setting forth details of the occurrence referred to herein and stating what action the Borrower, the MLP, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution Borrowers shall furnish to the LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel Lender prompt written notice of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, offollowing: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, (bi) the occurrence of any Default,; (cii) the acceleration of the maturity filing or commencement of any Indebtedness owed action, suit or proceeding by or before any arbitrator, Governmental Authority or Applicable Insurance Regulatory Authority against or affecting a Loan Party or any Material Subsidiary that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect or the Borrower filing any other legal or arbitral proceedings, and any material development in respect of such legal or other proceedings, affecting a Loan Party or any of its Subsidiaries Subsidiaries, except proceedings that, if adversely determined, would not (either individually or in the aggregate) have a Material Adverse Effect; (iii) the occurrence of any default by the Borrower ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liabilities of a Loan Party and its Subsidiaries under in an aggregate amount exceeding $10,000,000; (iv) the occurrence of any Contractual Obligation change in the Best Rating of an Insurance Subsidiary; (v) on or prior to the effectiveness of any amendment to the terms of any Material Debt (other than Debt owed to an Applicable FHLB), or the effectiveness of any agreement governing any Debt in replacement or exchange thereof, a copy of such amendment or agreement (other than Debt owed to an Applicable FHLB); provided that promptly upon the request of the Borrower Lender from time to time, the Borrowers shall provide to the Lender copies of agreements and other documents evidencing, securing or such Subsidiary, if such acceleration or default has had or otherwise governing Debt owed by any Domestic Insurance Subsidiary to its Applicable FHLB; (b) any change in any Applicable Insurance Code that could reasonably be expected to have a Material Adverse Effect, , promptly upon a Financial Officer’s (da) the occurrence becoming aware of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) change and (ii), b) reaching the belief that such event of default change could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.;

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the LC Issuer and each Lender, promptly(a) Promptly, and not later than five in any event within three (53) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case Borrower or any of any other subsection below, after any Responsible Officer or general counsel its Restricted Subsidiaries becoming aware of the following events, Borrower has knowledge thereof, stating that such will furnish to the Global Administrative Agent and each Lender written notice is being given pursuant to this Agreement, ofof the following: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, (bi) the occurrence of any Default,; (cii) an announcement by Xxxxx'x or S&P of a change in (A) the acceleration senior, unsecured, long-term indebtedness for borrowed money of Borrower that is not Guaranteed by any other Person or subject to any other credit enhancement, (B) the maturity Bank Credit Facility Rating, or (C) any other rating of any Indebtedness owed by the Borrower or any of its Subsidiaries Subsidiaries; (iii) the incurrence, or any proposed incurrence, of any default Subordinated Indebtedness by the Borrower or any of its Restricted Subsidiaries; and (iv) any sales, transfer, assignments or other dispositions of Property of Borrower or any of its Restricted Subsidiaries under governed by SUBSECTIONS (d), (e), (f) (but only if such transaction involves the sale of assets for a value in excess of U.S.$5,000,000) or (g) of SECTION 7.5; (b) Promptly, and in any Contractual Obligation event within thirty (30) days of Borrower or any of its Restricted Subsidiaries becoming aware of the following events, Borrower will furnish to the Global Administrative Agent and each Lender written notice of the following: (i) (A) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting Borrower or such Subsidiaryany of its Restricted Subsidiaries thereof or (B) the occurrence of any adverse development with respect to any action, suit or proceeding previously disclosed to the Global Administrative Agent or the Lenders pursuant to this Agreement, in each case if such acceleration action, suit, proceeding or default has had development could reasonably be expected to result in a Material Adverse Effect; (ii) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Borrower and its Restricted Subsidiaries in an aggregate amount which could reasonably be expected to have a Material Adverse Effect,; (diii) any change in the occurrence schedule of payment or delivery of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect Production Payment to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Restricted Subsidiary in excess of $50,000,000is a party; (fiv) the occurrence of any event of default by the and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened or other environmental claims against Borrower or any of its their Restricted Subsidiaries in the 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 boundProperties pursuant to any applicable Environmental Laws which, or (ii) any Indebtednessif adversely determined, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; (v) any default under one or more Hedging Agreements within a one month period which results in an obligation of Borrower or any of its Restricted Subsidiaries to make one or more payments in an aggregate amount in excess of U.S.$5,000,000; and (gvi) any announcement of any change in other development that results in, or could reasonably be expected to result in, a Rating. Material Adverse Effect. (c) Each notice pursuant to delivered under this Section shall be accompanied by a statement of a Responsible an Authorized Officer of the Borrower setting forth the details of the occurrence referred event or development requiring such notice and any action taken or proposed to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has be taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

Notice of Material Events. (I) The Borrower will notify furnish to the Administrative Agent, Agent for distribution delivery to the LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel Lender prompt written notice of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, offollowing: (a) the occurrence of any event or circumstance that has hadEvent of Default or, or could reasonably be expected to havethe knowledge of the Borrower, a Material Adverse Effect,any Default; (b) the occurrence of filing or commencement of, or any Default, (c) material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the acceleration knowledge of the maturity of any Indebtedness owed by Borrower, affecting the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such a Material Subsidiary in excess of $50,000,000Adverse Effect; (fc) to the knowledge of the Borrower, the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) promptly and in any event within fifteen (15) days of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Loan Parties and their Subsidiaries in an aggregate amount exceeding $10,000,000; and (e) the occurrence of any event of default, or, to the knowledge of the Borrower, any default that is not cured within any applicable grace period, or the receipt by the Borrower or any of its their Subsidiaries in the payment or performance of (i) any material obligations such Person is required to pay or perform under the terms of any indenturewritten notice of an alleged default or event of default, mortgage, deed with respect to any Material Indebtedness 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 the Borrower or any of its properties is bound, or Subsidiaries. (iiII) any Indebtedness, The Borrower will furnish to the extent, in Administrative Agent for delivery to each Lender the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.following:

Notice of Material Events. The Borrower will notify furnish to the Administrative Agent, Agent for distribution delivery to the LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel Lender prompt written notice of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, offollowing: (a) 1. the occurrence of any event Event of Default or, to the knowledge of the Borrower, any Default; 2. the filing or circumstance that has hadcommencement of, or could reasonably be expected any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to have, a Material Adverse Effect, (b) the occurrence of any Default, (c) the acceleration knowledge of the maturity of any Indebtedness owed by Borrower, affecting the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such a Material Subsidiary in excess of $50,000,000Adverse Effect; (f) 3. to the knowledge of the Borrower, the occurrence of any event of default or any other development by which the Borrower or any of its Subsidiaries in the payment or performance of (i) fails to comply with any material obligations such Person is Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to pay or perform under the terms any Environmental Liability, (iii) receives notice of any indenture, mortgage, deed of trust, security agreement, lease, and franchise, or other agreement, contract or other instrument or obligation claim with respect to which it is a party or by which it or any of its properties is boundEnvironmental Liability, or (iiiv) becomes aware of any Indebtedness, to the extentbasis for any Environmental Liability, in each case which, either individually or in the case of clauses (i) and (ii)aggregate, such event of default could reasonably be expected to have result in a Material Adverse Effect; and; 4. promptly and in any event within fifteen (g15) days after (i) the Borrower, any announcement of its Subsidiaries or any change in ERISA Affiliate knows or has a Rating. Each notice pursuant reasonable basis to this Section shall be accompanied by know that any ERISA Event has occurred, a statement certificate of a Responsible Officer the chief financial officer of the Borrower setting forth details describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the occurrence referred PBGC or the IRS pertaining to herein such ERISA Event and stating what action any notices received by the Borrower, such Subsidiary or Material Subsidiarysuch ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, has taken and proposes (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to take Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower; and 5. the occurrence of any event of default, or, to the knowledge of the Borrower, any default that is not cured within any applicable grace period, or the receipt by the Borrower or any of their Subsidiaries of any written notice of an alleged default or event of default, with respect theretoto any Material Indebtedness of the Borrower or any of its Subsidiaries. Each notice pursuant The Borrower will furnish to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.the Administrative Agent for delivery to each Lender the following:

Notice of Material Events. The Borrower will notify Borrowers shall furnish to the Administrative Agent, for distribution to the LC Issuer Agent and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel Lender prompt written notice of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, offollowing: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, (bi) the occurrence of any Default,; (cii) the acceleration of the maturity filing or commencement of any Indebtedness owed action, suit or proceeding by or before any arbitrator or Governmental Authority Applicable or Insurance Regulatory Authority against or affecting a Loan Party or any Material Subsidiary that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect or the Borrower filing any other legal or arbitral proceedings, and any material development in respect of such legal or other proceedings, affecting a Loan Party or any of its Subsidiaries Subsidiaries, except proceedings that, if adversely determined, would not (either individually or in the aggregate) have a Material Adverse Effect; (iii) the occurrence of any default by ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liabilities of a Loan Party and its Subsidiaries in an aggregate amount exceeding $10,000,000; (iv) the occurrence of any change in the Best Rating of an Insurance Subsidiary; (v) on or prior to the effectiveness of any amendment to the terms of any Material Debt (other than Debt owed to an Applicable FHLB), or the effectiveness of any agreement governing any Debt in replacement or exchange thereof, a copy of such amendment or agreement (other than Debt owed to an Applicable FHLB); provided that promptly upon the request of the Administrative Agent or a Lender from time to time, the Borrower shall provide to the Administrative Agent and the Lenders copies of agreements and other documents evidencing, securing or otherwise governing Debt owed by any of Domestic Insurance Subsidiary to its Subsidiaries under Applicable FHLB; (vi) any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or change in any Applicable Insurance Code that could reasonably be expected to have a Material Adverse Effect, , promptly upon a Financial Officer’s (da) the occurrence becoming aware of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) change and (ii), b) reaching the belief that such event of default change could reasonably be expected to have a Material Adverse Effect; (vii) any change in the published financial strength rating by Best of any Person to which any Insurance Subsidiary has ceded risk (that is not secured by such Person’s delivery to such Insurance Subsidiary of a letter of credit or a pledge of cash collateral) in excess of $5,000,000 pursuant to a Reinsurance Agreement if such change causes such published rating to be “B++” or lower; and (gviii) any announcement of any change in other development that results in, or would reasonably be expected to result in, a RatingMaterial Adverse Effect. Each notice pursuant to delivered under this Section shall be accompanied by a statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth the details of the occurrence referred event or development requiring such notice and any action taken or proposed to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has be taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the LC Issuer and each Lender, Lender promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten thirty (1030) Business Days days in the case of any other subsection below, after any Responsible Officer or general counsel executive officer of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, an ETP Material Adverse Effect or a Regency Material Adverse Effect, (b) the occurrence of any Default or any “Default” as defined in any Applicable MLP Credit Agreement, (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation indenture, mortgage, agreement, contract or other instrument to which it is a party or by which it or any of the Borrower or such Subsidiaryits properties is bound, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, an ETP Material Adverse Effect or a Regency Material Adverse Effect, (d) the occurrence of any Termination Event, (e) Under any Environmental Law, any claim of $10,000,000 or more with respect to any Restricted Person or of $50,000,000 or more with respect to any Unrestricted Person, any notice of potential liability which might reasonably be expected to exceed such amount with respect to such Person, or any other material adverse claim asserted against any Restricted Person or any Unrestricted Person or with respect to any Restricted Person’s or any Unrestricted Person’s properties taken as a whole, (f) the filing of any suit or proceeding, or the assertion in writing of a claim claim, against the Borrower any Restricted Person or any Material Subsidiary Unrestricted Person or with respect to the Borrowerany Restricted Person’s or any Material SubsidiaryUnrestricted Person’s properties properties, in which an adverse decision could reasonably be expected to result in liability to Borrower have a Material Adverse Effect, an ETP Material Adverse Effect or such a Regency Material Subsidiary in excess of $50,000,000;Adverse Effect, and (fg) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), extent such default or event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement Effect on the Consolidated financial condition, business, operations, assets or prospects of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or (ii) any Indebtedness. Upon the occurrence of any of the foregoing, Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material SubsidiaryAdverse Effect, as applicableDefault, has taken acceleration, default, or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity resolve all controversies on account of any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breachedthe foregoing.

Notice of Material Events. The Borrower will notify the Administrative Agent, Agent for distribution delivery to the LC Issuer and each Lender, Lender promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten thirty (1030) Business Days days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect,; (b) the occurrence of (i) any Default or Event of Default,, (ii) any “Default” or “Event of Default” as defined in the Indenture, or (iii) any “Default” or “Event of Default” as defined in the Revolving Credit Agreement; (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries Restricted Persons or of any default by the Borrower or any Restricted Persons under any indenture, mortgage, agreement, contract or other instrument to which it is a party or by which it or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiaryproperties is bound, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect,; (d) the occurrence of any Termination Event,; and (e) the filing of any suit or proceeding, or the assertion in writing of a claim claim, against the Borrower or any Material Subsidiary Restricted Person or with respect to the Borrower’s or any Material SubsidiaryRestricted Person’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, Restricted Person has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b6.04(b) shall describe with particularity any and all provisions of this Agreement and ifAgreement, the Indenture, the Revolving Credit Agreement, or any related documents, if applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the LC Issuer and each Lender, Lender promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten thirty (1030) Business Days days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect or an ETP Material Adverse Effect or a Regency Material Adverse Effect,; (b) the occurrence of (i) any Default or any “Default,” as defined in the Applicable MLP Credit Agreement or (ii) any “Default” or “Event of Default” as defined in the Indenture; (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, if such acceleration or default has had or could have a Material Adverse Effect, an ETP Material Adverse Effect, or a Regency Material Adverse Effect; (iid) the occurrence of any IndebtednessTermination Event; (e) Under any Environmental Law, any claim of $10,000,000 or more with respect to any Restricted Person or of $50,000,000 or more with respect to any Unrestricted Person, any notice of potential liability that could reasonably be expected to exceed such amount with respect to such Person, or any other material adverse claim asserted against any Restricted Person or any Unrestricted Person or with respect to any Restricted Person’s or any Unrestricted Person’s properties taken as a whole; and (f) the extentfiling of any suit or proceeding, or the assertion in writing of a claim, against any Restricted Person or any Unrestricted Person or with respect to any Restricted Person’s or any Unrestricted Person’s properties, in the case of clauses (i) and (ii), such event of default which an adverse decision could reasonably be expected to have a Material Adverse Effect; and (g) any announcement , or an ETP Material Adverse Effect, or a Regency Material Adverse Effect. Upon the occurrence of any change in a Ratingof the foregoing, Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Effect, 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 the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, Restricted Person has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b6.04(b) shall describe with particularity any and all provisions of this Agreement and if, applicable, other Loan Documents, if applicable, that have been breached.

Notice of Material Events. The Borrower will promptly notify the Administrative Agent, for distribution to the LC Issuer and each Lender, promptly, and not later than five USB: (51) Business Days of any material adverse change in the case of subsection (b) below and not later than ten (10) Business Days in the case financial condition of any other subsection belowObligated Person, after any Responsible Officer or general counsel (2) of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, (b) the occurrence of any Default, , (c3) of the acceleration of the maturity of any Indebtedness Liability owed by the Borrower or any of its Subsidiaries Obligated Person or of any default by the Borrower or any of its Subsidiaries Obligated Person under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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 material agreement, lease, and franchise, or other agreement, material contract or other material instrument or obligation to which it any of them is a party or by which it any of them or any of its their properties is bound, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), if such event of default could reasonably be expected to have a Material Adverse Effect; and material adverse effect upon such Obligated Person or such properties, (g4) any announcement of the receipt of any change uninsured written claim of $100,000 or more arising from any alleged breach of contract or tortious action or inaction by any Obligated Person, (5) of the filing of any suit or proceeding against any Obligated Person (or the occurrence of any material development in any such suit or proceeding) in which an adverse decision could have a material adverse effect upon any Obligated Person's financial condition, business or operations (or would reasonably be expected to result in a Rating. Each notice pursuant to this Section shall be accompanied judgment not covered by a statement insurance of a Responsible Officer $100,000 or more against any Obligated Person), (6) of the merger or consolidation of Borrower setting forth details with any other business entity or the formation, acquisition or funding of any new subsidiary of Borrower, (7) of the occurrence referred to herein and stating what action the Borrower, Subsidiary of any Termination Event or Material Subsidiary, as applicable, has taken and proposes to take any material adverse development with respect theretoto any ERISA Plan, and (8) of the sale, transfer, lease, exchange or disposal by Borrower of any of the Collateral or any of the Borrowing Base Properties, except sales of already-severed hydrocarbons and other products in the ordinary course of Borrower's business and sales of obsolete or damaged items. Each Upon the occurrence of any of the foregoing, the Obligated Persons will take all necessary or appropriate steps to remedy promptly any such material adverse change, 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. Borrower will also notify USB in writing at least twenty Business Days prior to the date that Borrower changes its name, the state under the laws of which it is organized, 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 pursuant any necessary financing statement amendments or requesting USB and its counsel to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breachedprepare the same.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the LC Issuer and each Lender, Lender promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten thirty (1030) Business Days days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, (b) the occurrence of any Default, (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,00075,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse EffectEffect on the consolidated financial condition, business, operations, assets or prospects of the Borrower; and (g) any announcement of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence Promptly upon any Authorized Officer of a Credit Party obtaining knowledge of (i) any Default or Event of Default, (ii) any action or event or circumstance that has had, or which could reasonably be expected to have, a Material Adverse Effect, (b) materially and adversely affect the occurrence of any Default, (c) the acceleration performance of the maturity of any Indebtedness owed by the Borrower Credit Parties’ obligations under this Credit Agreement or any of its Subsidiaries or of any default by other Fundamental Document, the Borrower or any of its Subsidiaries under any Contractual Obligation repayment of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceedingLoans, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect security interests granted to the Borrower’s Administrative Agent (for the benefit of the Secured Parties) under the Fundamental Documents, (iii) any other action or any Material Subsidiary’s properties event which could reasonably be expected to result in liability to Borrower or such a Material Subsidiary in excess of $50,000,000; Adverse Effect, (fiv) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and materially and adversely impact upon the amount or collectability of accounts receivable of the Credit Parties or otherwise materially decrease the value of any Collateral or Pledged Collateral, or (gv) any announcement Person giving any notice to any Credit Party, or taking any other action to enforce remedies with respect to a claimed default or event or condition of the type referred to in Sections 7.1(h) or 7.1(i), such Credit Party shall promptly give written notice thereof to the Administrative Agent specifying the nature and period of existence of any change in a Rating. Each such claimed default, condition or event, or specifying the notice pursuant to this Section shall be accompanied by a statement given or action taken and the nature of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein such claimed default, condition or event and stating what action the Borrowersuch Credit Party has taken, Subsidiary or Material Subsidiary, as applicable, has taken is taking and proposes to take with respect thereto. Each . (b) Promptly upon any Authorized Officer of a Credit Party obtaining knowledge of (i) the institution of, or threat of, any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting any Credit Party or any assets of a Credit Party which, if adversely determined could reasonably be expected to result in a Material Adverse Effect, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Administrative Agent or the Lenders), such Credit Party shall (x) promptly give written notice thereof to the Administrative Agent and provide such other information as may be available to it to enable the Administrative Agent and the Lenders to evaluate such matters and (y) upon request promptly give notice of the status of any action, suit, proceeding, investigation or arbitration covered by a notice delivered to the Administrative Agent pursuant to Section 6.03(bclause (x) shall describe with particularity any all provisions of this Agreement above and if, applicable, provide such other Loan Documents, that have been breachedinformation as may be reasonably requested and available to it to enable the Administrative Agent and the Lenders to evaluate such matters.

Notice of Material Events. The Borrower will notify the Administrative Agent(a) Promptly upon, for distribution to the LC Issuer and each Lender, promptly, and not later than but in any event within five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case after, an Authorized Officer or other executive officer of any other subsection belowCredit Party obtaining knowledge of (i) any (X) Default or (Y) Event of Default, after (ii) any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, , (biii) the occurrence of any Default, (c) the acceleration of the maturity of any Indebtedness owed by the Borrower action, event or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or condition which could reasonably be expected to have a Material Adverse Effect, , (div) the occurrence change of the chief executive office or the principal place of business of any Termination Event, (e) Credit Party or of the filing location of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or Credit Party's books and records with respect to the Borrower’s Collateral, any Real Property Asset or any Material Subsidiary’s properties Pledged Securities, (v) any change in the name, corporate structure or the jurisdiction of organization of any Credit Party, (vi) a change in the organizational identification number of any Credit Party or the receipt of an organizational number by a Credit Party which previously did not have one; (vii) any other event which could reasonably be expected to materially decrease the value of the Collateral, (viii) any material amendment to any Material Agreement, (ix) any Person giving any notice to any Credit Party or taking any other action to enforce remedies with respect to a claimed default or event or condition of the type referred to in paragraphs (g), (h), (i) or (j) of Article 7, (x) any strike, walkout, work stoppage or other material labor difficulty with respect to any Credit Party, (xi) any pending or contemplated condemnation proceeding affecting any Real Property Asset which would result in liability to Borrower or such Material Subsidiary in excess Net Cash Proceeds of $50,000,000;3,000,000 or more or (xii) any revocation, suspension, termination, rescission, non-renewal, forfeiture or similar action by any Governmental Authority to take any of the foregoing actions with respect to a Regulatory License or a Reimbursement Approval or any material amendment to any Regulatory License or Reimbursement Approval, give written notice thereof to the Administrative Agent specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such Person and the nature of such claimed Event of Default or condition and what action any Credit Party has taken, is taking and proposes to take with respect thereto. (fb) Promptly upon, but in any event within ten (10) Business Days after, an Authorized Officer or other executive officer of any Credit Party obtaining knowledge of (i) the occurrence of institution of, or threat of, any event of default action, suit, proceeding, investigation or arbitration by the Borrower any Governmental Authority or other Person against or affecting any Credit Party or any of its Subsidiaries in the payment assets including, without limitation, any Real Property Asset, Regulatory License or performance of (i) Reimbursement Approval but excluding 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 condemnation proceeding or any sale or disposition in lieu of its properties is bound, or condemnation with respect to any Real Property Asset which would result in Net Cash Proceeds of less than $3,000,000 and (ii) any Indebtednessmaterial development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the extentAdministrative Agent), which, in the case of clause (i) or (ii) above, is reasonably likely to have a Material Adverse Effect, such Credit Party shall promptly give written notice thereof to the Administrative Agent and provide such other information as may be available to it to enable the Administrative Agent to evaluate such matters; and, in addition to the requirements set forth in clauses (i) and (ii) of this subsection (b), such event Credit Party upon request shall promptly give notice to the Administrative Agent of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement the status of any change in action, suit, proceeding, investigation or arbitration covered by a Rating. Each notice report delivered to the Administrative Agent pursuant to this Section shall subsection (b) above and provide such other information as may be accompanied by a statement of a Responsible Officer of reasonably available to it to enable the Borrower setting forth details of the occurrence referred Agents to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breachedevaluate such matters.

Notice of Material Events. The Borrower will notify the Administrative Agent(a) Promptly upon, for distribution to the LC Issuer and each Lender, promptly, and not later than but in any event within five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection belowdays after, after any Responsible an Authorized Officer or general counsel other executive officer of the Borrower has obtaining knowledge thereofof (i) any (X) Default or (Y) Event of Default, stating that such notice is being given pursuant to this Agreement, of: (aii) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, , (biii) any action, event or condition (other than market conditions generally except those that may affect the occurrence of any Default, (cindustries in which Borrower operates) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or which could reasonably be expected to have a Material Adverse Effect, , (div) the occurrence opening of any Termination Event, (e) the filing office of any suit or proceeding, Borrower or the assertion in writing change of a claim against the chief executive office or the principal place of business of Borrower or any Material Subsidiary or of the location of Borrower's books and records with respect to any Collateral (v) any change in the name, corporate structure or the jurisdiction of organization of Borrower’s or , (vi) a change in the organizational identification number of Borrower; (vii) any Material Subsidiary’s properties other event which could reasonably be expected to result in liability materially decrease the value of any of the Collateral, (viii) any proposed material amendment to any agreements that are a material part of or relate to any of the Collateral or (ix) any Person giving any notice to Borrower or such Material Subsidiary taking any other action to enforce remedies with respect to a claimed default or event or condition of the type referred to in excess paragraphs (g), (h), (i) or (j) of Article 6, (ix) any strike, walkout, work stoppage or other material labor difficulty with respect to Borrower, (x) any pending or contemplated condemnation proceeding affecting any of the Collateral which would result in Net Cash Proceeds of $50,000,000;500,000 or more, give written notice thereof to Lender specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such Person and the nature of such claimed Event of Default or condition and what action Lender has taken, is taking and proposes to take with respect thereto. (fb) Promptly upon, but in any event within ten (10) days after, an Authorized Officer or other executive officer of Borrower obtains knowledge of (i) the occurrence of institution of, or threat of, any event of default action, suit, proceeding, investigation or arbitration by the any Governmental Authority or other Person against or affecting Borrower or any of its Subsidiaries in assets including, without limitation, any of the payment or performance of (i) Collateral, but excluding 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 condemnation proceeding or any sale or disposition in lieu of its properties is bound, or condemnation with respect to any of the Collateral which would result in Net Cash Proceeds of less than $500,000 and (ii) any Indebtednessmaterial development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the extentLender), which, in the case of clause (i) or (ii) above, is reasonably likely to have a Material Adverse Effect, Borrower shall promptly give written notice thereof to Lender and provide such other information as may be available to it to enable Lender to evaluate such matters; and, in addition to the requirements set forth in clauses (i) and (ii) of this subsection (b), such event Borrower upon request shall promptly give notice to Lender of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement the status of any change in action, suit, proceeding, investigation or arbitration covered by a Rating. Each notice report delivered to Lender pursuant to this Section shall subsection and provide such other information as may be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred reasonably available to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes it to take with respect thereto. Each notice pursuant enable Lender to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breachedevaluate such matters.

Notice of Material Events. The Borrower will Company shall, and shall cause its Subsidiaries to, promptly notify the Administrative Agent, for distribution to Noteholders (i) of the LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case existence of any Lien (other subsection below, after any Responsible Officer or general counsel than Liens permitted under Paragraph 6F of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) on the occurrence of any Company's or such Subsidiary's property or an event or circumstance condition that has had, or could reasonably be expected to have, result in a Material Adverse Effect, , (bii) of the occurrence of any Default, , (ciii) of the default in payment on, or the acceleration of the maturity of of, any Indebtedness Debt owed by the Borrower Company or any of its Subsidiaries or of any other default by the Borrower Company or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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 any of them is a party or by which it any of them or any of its properties their Properties is bound, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), bound if such event of other default could reasonably be expected to have a Material Adverse Effect; and , (giv) any announcement of any change in claim asserted against the Company or any of its Subsidiaries or with respect to the Company's or any of its Subsidiaries' Properties that could reasonably be expected to have a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer Material Adverse Effect, (v) of the Borrower setting forth details filing of any suit or proceeding against the Company or any of its Subsidiaries in which an adverse decision could reasonably be expected to have a Material Adverse Effect (vi) of the occurrence referred of any (a) Termination Event; (b) "prohibited transaction" (within the meaning of Section 4975 of the IRC or Section 406 of ERISA), other than one to herein which an exemption applies; (c) failure to make a timely contribution to any Pension Plan, if such failure has given rise to a Lien under Section 412(n) of the IRC; or (d) actual, asserted or alleged violation of ERISA, the IRC or comparable provision of applicable foreign law that, with respect to any of the events set forth in the foregoing clauses (a) through (d), could reasonably be expected to result in a material tax, penalty or other material adverse consequence to the Company, any of its Subsidiaries or any ERISA Affiliate in connection with any Pension Plan, and stating shall provide a written notice specifying the nature thereof, what action the Borrower, Subsidiary Company is taking or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto, and, when known, any action taken by the IRS, the U.S. Department of Labor, the PBGC, any foreign governmental entity or any other Person with respect thereto and (vii) of the receipt of any notice of termination or notice that exclusive rights will become non-exclusive under any material license agreement under which the Company receives rights to manufacture, distribute or sell a product. Each notice pursuant Upon the occurrence of any of the foregoing, the Company shall, and shall cause its Subsidiaries to, take all reasonably necessary or appropriate steps to Section 6.03(b) shall describe with particularity remedy promptly any such material event, Default or default, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all provisions controversies on account of this Agreement and if, applicable, other Loan Documents, that have been breachedany of the foregoing.

Notice of Material Events. The Borrower will notify shall inform the Collateral Agent and the Administrative Agent, for distribution to Agent (who shall inform the LC Issuer and each Lender, promptly, and not later than five Back-Up Servicer) promptly (5but in any event within three (3) Business Days (or, in the case of subsection clause (bi)(G) below and not later than below, ten (10) Business Days in the case of any other subsection below, Days) after any a Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that of the occurrence of such notice is being given pursuant to this Agreement, ofevent) in writing of the occurrence of any of the following: (ai) the occurrence of any event (A) an Amortization Event, (B) an Unmatured Amortization Event, (C) an Event of Default, (D) an Unmatured Event of Default, (E) a Servicer Termination Event, (F) an Unmatured Servicer Termination Event or circumstance (G) a Competitor Regulatory Event that has had, or could reasonably be expected to havematerially and adversely affect the brokering, a Material Adverse Effect, underwriting, origination, collection or servicing of the Receivables and/or the related RISCs (b) unless notice of the occurrence of any Default,such Competitor Regulatory Event is publicly available), it being understood that the Borrower shall be deemed to have satisfied its obligations under this clause (G) if it has used commercially reasonable efforts to provide such notice; (cii) any event or circumstance, including the acceleration of the maturity submission of any Indebtedness owed by claim or the Borrower initiation or any of its Subsidiaries or threat in writing of any default by the Borrower legal process, litigation or any of its Subsidiaries under any Contractual Obligation of the Borrower administrative or such Subsidiaryjudicial investigation, if such acceleration or default has had rule making or could disciplinary proceeding, in each case affecting a SmileDirect Entity, that would reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (fiii) the occurrence commencement of any event proceedings by or against any Credit Party under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of default by the Borrower any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been appointed or requested for any Credit Party or any of its Subsidiaries in the payment or performance of their respective assets; (iiv) (A) any Credit Party that is not under regulatory supervision on the Closing Date being placed under regulatory supervision, (B) any license, permit, charter, registration or approval material obligations such Person is required to pay or perform under the terms conduct of any indentureCredit Party’s business being suspended, mortgage, deed of trust, security agreement, lease, and franchise, revoked 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 boundnot obtained, or (iiC) any IndebtednessCredit Party being ordered by a Regulatory Authority to cease and desist any practice, to the extent, procedure or policy employed by such Credit Party in the case conduct of clauses (i) its business, and (ii), such event of default could cessation would reasonably be expected to have a Material Adverse Effect; and (gv) the receipt by the Borrower or any of its Affiliates of any subpoena or request for information (a subpoena or similar request for information being referred to herein as a “Request”) from any federal, state or local government entity, agency, self-regulatory body or officer thereof, except for (x) routine Requests for information received in the ordinary course of the Borrower’s or any of its Affiliates business, (y) Requests with respect to a single RISC so long as class action status has not been obtained and is not being sought in connection therewith or (z) any announcement Request from any state board of dentistry that could not reasonably be expected to have a Material Adverse Effect; provided that, the exceptions set forth in clauses (x), (y) and (z) shall not apply to any change in a Rating. Each notice pursuant Requests (i) received from the Consumer Financial Protection Bureau or any financial self-regulatory body (including any securities or commodities exchange or the Financial Industry Regulatory Authority, Inc.) or (ii) received from any Regulatory Authority relating to this Section shall be accompanied by a statement of a Responsible Officer the marketing activity or alleged unfair practices of the Borrower setting forth details or any of its Affiliates, unless such Request relates solely to five or fewer RISCs for which class action status has not been obtained and is not being sought in connection therewith. (vi) the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity of any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breachedERISA Event.

Notice of Material Events. The Borrower Borrowers will, and will notify cause each Subsidiary to, give notice in writing to the Administrative Agent, for distribution to the LC Issuer Agent and each Lender, promptly, promptly and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case any event within 10 days after an officer of any other subsection below, after any Responsible Officer or general counsel of the Borrower has obtains knowledge thereof, stating that such notice is being given pursuant to this Agreement, ofof the occurrence of any of the following: (a) any Default or Event of Default; (i) the occurrence filing or commencement of any event action, suit or circumstance that has hadproceeding by or before any arbitrator or Governmental Authority against or affecting any Borrower or any Affiliate thereof that, or could if adversely determined, would reasonably be expected to have, result in a Material Adverse Effect,Effect and (ii) any material adverse development which occurs in any litigation, arbitration or governmental investigation or proceeding previously disclosed by any Borrower or any Subsidiary pursuant to clause 6.3(b)(i); (bc) with respect to a Plan, (i) any failure to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard; (d) the occurrence of any Default,ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; (ce) the acceleration of the maturity of any Indebtedness owed by the material change in accounting policies of, or financial reporting practices by, any Borrower or any Subsidiary, the receipt by Borrowers or any Subsidiary of any comment letter or management report submitted by its Subsidiaries auditor (together with a copy thereof) as to any material accounting matters, or any discharge, resignation or withdrawal by or of Borrower’s present auditor; (f) any default by change in the Borrower or information provided in any Beneficial Ownership Certification that would result in a change to the list of its Subsidiaries under beneficial owners identified in such certification; (g) any Contractual Obligation Material Adverse Effect upon a material portion of the Borrower Collateral or such the commencement of any action or proceeding for the taking of any interest in a material portion of the Collateral; (h) the creation or acquisition of any Subsidiary; (i) any change in Holdings’ senior executive officers; and (j) any other development, if such acceleration financial or default has had or could otherwise, which would reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to delivered under this Section 6.3 shall be accompanied by a statement of a Responsible Officer an officer of the relevant Borrower setting forth the details of the occurrence referred event or development requiring such notice and any action taken or proposed to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has be taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution furnish to the LC Issuer and each Lender, promptlyLender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) as soon as practicable, and not later than five in any event within three (53) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any a Responsible Officer or general counsel of a Loan Party has knowledge of the Borrower has knowledge existence thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event Default; (b) receipt of any notice of any investigation by a Governmental Authority or circumstance any litigation or proceeding commenced or threatened in writing against any Loan Party or any Subsidiary that has had, or (i) could reasonably be expected to haveresult in damages in excess of the Notice Amount (and not covered by insurance), a Material Adverse Effect, (bii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party or any Subsidiary, (v) alleges the occurrence violation of, or seeks to impose remedies under any Environmental Law or related Law, or seeks to impose Environmental Liability, in each case if adversely determined could reasonably be expected to result in damages in excess of the Notice Amount (and not covered by insurance), (vi) asserts tax liens on the part of any Default, Loan Party or any Subsidiary in respect of any unpaid tax, fee, assessment, or other governmental charge in each case if adversely determined could reasonably be expected to result in damages in excess of the Notice Amount (and not covered by insurance), and except to the extent contested in good faith, or (vii) involves any product recall in excess of the Notice Amount; (c) the acceleration of the maturity of any Indebtedness owed material change in accounting or financial reporting practices by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect,; 57 (d) the occurrence of any Termination Event, (e) the filing of ERISA Event that, alone or together with any suit or proceedingother ERISA Events that have occurred, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability a Material Adverse Effect; (e) within two (2) Business Days after the occurrence thereof, any Loan Party or any Subsidiary entering into a Swap Contract or an amendment to Borrower a Swap Contract, together with copies of all agreements evidencing such Swap Contract or such Material Subsidiary in excess of $50,000,000; amendment; (f) any change in the occurrence credit ratings from a credit rating agency, or the placement by a credit rating agency of any event of default by the Borrower Loan Party on a “Credit Watch” or “WatchList” or any of similar list, in each case with negative implications, or the cessation by a credit rating agency of, or its Subsidiaries in the payment or performance of intent to cease, rating such Loan Party’s debt; (ig) 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 franchiseother development that results in, 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have result in, a Material Adverse Effect; and and (gh) any announcement of any change in the information provided in any Beneficial Ownership Certification delivered to the Lender that would result in a Ratingchange to the list of beneficial owners identified in such certification. Each notice pursuant to delivered under this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth the details of the occurrence referred event or development requiring such notice and any action taken or proposed to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has be taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower will notify give notice to the Administrative Agent, for distribution to the LC Issuer Agent and each Lender, promptly, promptly and not later than five (5) in any event within 5 Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel an officer of the Borrower has obtains knowledge thereof, stating that such notice is being given pursuant to this Agreement, ofof the occurrence of any of the following: (a) any Default or Event of Default; (b) (i) the occurrence filing or commencement of any event action, suit or circumstance that has hadproceeding by or before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) against or affecting the Borrower or any Affiliate thereof that, or could if adversely determined, would reasonably be expected to have, result in a Material Adverse Effect,Effect ​ or that seeks to prevent, enjoin or delay any Credit Extensions or (ii) any material adverse development in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower or any Subsidiary; (bc) with respect to a Pension Plan, (i) any failure to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard; (d) the occurrence of any Default,ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in material liability; (ce) of receipt of notice from any Governmental Authority notifying the acceleration Borrower or any Material Insurance Subsidiary of the maturity a hearing relating to a suspension, termination or revocation of any Indebtedness owed Insurance License, including any request by a Governmental Authority which commits the Borrower or any of its Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of any default by the Borrower or any of such Material Insurance Subsidiary to conduct its Subsidiaries under business; (f) (i) any breach or non-performance of, or any default under, a Contractual Obligation of the Borrower or such Subsidiaryany Material Subsidiary and (ii) of any dispute, if such acceleration litigation, investigation, proceeding or default suspension between a Material Insurance Subsidiary and any Governmental Authority, in each case, to the extent the same has had resulted or could reasonably be expected to result in a Material Adverse Effect; (g) of any announcement by A.M. Best & Company, Inc. of any change in or change in the outlook for a financial strength rating by A.M. Best Company, Inc. of any Material Insurance Subsidiary. (h) any material change in accounting policies of, or financial reporting practices by, the Borrower or any Subsidiary; (i) material alteration of, or reduction of the amount of coverage under, any insurance policy or policies required under Section 6.6; (j) any change in the information provided in any Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification; and (k) any other development, financial or otherwise, that would reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to delivered under this Section shall 6.3 must be accompanied by a statement of a Responsible Officer an officer of the Borrower setting forth the details of the occurrence referred event or development requiring such notice and any action taken or proposed to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has be taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower will notify the Administrative Agent, Agent for distribution delivery to the LC Issuer and each Lender, Lender promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten thirty (1030) Business Days days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect,; (b) the occurrence of (i) any Default or Event of Default,, (ii) any “Default” or “Event of Default” as defined in the Indenture or (iii) any “Default” or “Event of Default” as defined in the Revolving Credit Agreement; (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries Restricted Persons or of any default by the Borrower or any Restricted Persons under any indenture, mortgage, agreement, contract or other instrument to which it is a party or by which it or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiaryproperties is bound, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect,; (d) the occurrence of any Termination Event,; and (e) the filing of any suit or proceeding, or the assertion in writing of a claim claim, against the Borrower or any Material Subsidiary Restricted Person or with respect to the Borrower’s or any Material SubsidiaryRestricted Person’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, Restricted Person has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b6.04(b) shall describe with particularity any and all provisions of this Agreement, the Indenture or the Revolving Credit Agreement and ifor any related documents, if applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower will notify give notice in writing to the Administrative Agent, for distribution to the LC Issuer promptly and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, event within 10 days after any Responsible Officer or general counsel an officer of the Borrower has obtains knowledge thereof, stating that such notice is being given pursuant to this Agreement, ofof the occurrence of any of the following: (a) the occurrence any Default or Event of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect,Default; (b) the occurrence filing or commencement of any Default,action, suit or proceeding by or before any arbitrator or governmental authority (including pursuant to any applicable Environmental Laws) against or affecting any Loan Party or any Affiliate thereof that would reasonably be expected to result in a Material Adverse Effect; (c) with respect to a Plan, (i) any failure to pay all required minimum contributions and installments on or before the acceleration due dates provided under Section 430(j) of the maturity of any Indebtedness owed by Code or (ii) the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation filing pursuant to Section 412(c) of the Borrower Code or such SubsidiarySection 302(c) of ERISA, if such acceleration or default has had or could reasonably be expected to have of an application for a Material Adverse Effect,waiver of the minimum funding standard; (d) the occurrence of any Termination Event, (e) the filing of ERISA Event that, alone or together with any suit or proceedingother ERISA Events that have occurred, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could would reasonably be expected to result in liability to Borrower or such a Material Subsidiary in excess of $50,000,000Adverse Effect; (fe) the occurrence of as soon as possible and in any event within 10 days after receipt thereof by any of default by the Borrower Loan Parties or any of its Subsidiaries in the payment or performance their Subsidiaries, a copy of (i) any material obligations such notice or claim to the effect that any of the Loan Parties or of their Subsidiaries is or may be liable to any Person is required to pay as a result of the release by any of the Loan Parties, any of their Subsidiaries, or perform under the terms any other Person of any indenture, mortgage, deed of trust, security agreement, leaseHazardous Material into the environment, 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, or (ii) any Indebtednessnotice alleging any violation of any Environmental Law or any federal, to state or local health or safety law or regulation by any of the extentLoan Parties or any of their Subsidiaries, which, in the case of clauses (i) and (ii)either case, such event of default could reasonably be expected to have a Material Adverse Effect; and (gf) any announcement of any change in other development, financial or otherwise, which would reasonably be expected to have a RatingMaterial Adverse Effect. Each notice pursuant to delivered under this Section shall be accompanied by a statement of a Responsible an Authorized Officer of the Borrower setting forth the details of the occurrence referred event or development requiring such notice and any action taken or proposed to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has be taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the LC Issuer and each Lender, promptly(a) Promptly, and not later than five in any event within three (53) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case Borrower or any of any other subsection below, after any Responsible Officer or general counsel its Restricted Subsidiaries becoming aware of the following events, Borrower has knowledge thereof, stating that such will furnish to the Global Administrative Agent and each Lender written notice is being given pursuant to this Agreement, ofof the following: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, (bi) the occurrence of any Default,; (cii) an announcement by Moody's or S&P of a change in (A) the acceleration Issuer Rating or (B) any other rating of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries Subsidiaries; (iii) the incurrence, or any proposed incurrence, of any default Senior Notes by the Borrower or any of its Restricted Subsidiaries; and (iv) any sales, transfer, assignments or other dispositions of Property of Borrower or any of its Restricted Subsidiaries under any Contractual Obligation governed by subsections (d), (e), (f) (but only if such transaction involves the sale of assets for a value in excess of two percent (2%) of the lesser of (A) the Global Borrowing Base, if in effect, and (B) the Combined Commitments) or (g) of Section 7.5; (b) Promptly, and in any event within thirty (30) days of Borrower or such Subsidiaryany of its Restricted Subsidiaries becoming aware of the following events, Borrower will furnish to the Global Administrative Agent and each Lender written notice of the following: (i) (A) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting Borrower or any of its Restricted Subsidiaries thereof or (B) the occurrence of any adverse development with respect to any action, suit or proceeding previously disclosed to the Global Administrative Agent or the Lenders pursuant to this Agreement, in each case if such acceleration action, suit, proceeding or default has had development could reasonably be expected to result in a Material Adverse Effect; (ii) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Borrower and its Restricted Subsidiaries in an aggregate amount which could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (fiii) the occurrence of any event of default by the and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened or other environmental claims against Borrower or any of its their Restricted Subsidiaries in the 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 boundtheir Properties pursuant to any applicable Environmental Laws which, or (ii) any Indebtednessif adversely determined, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; (iv) any default under one or more Hedging Agreements which results in an obligation of Borrower or any of its Restricted Subsidiaries to make one or more payments in an aggregate amount in excess of U.S.$25,000,000; and (gv) any announcement of any change in other development that results in, or could reasonably be expected to result in, a Rating. Material Adverse Effect. (c) Each notice pursuant to delivered under this Section shall be accompanied by a statement of a Responsible an Authorized Officer of the Borrower setting forth the details of the occurrence referred event or development requiring such notice and any action taken or proposed to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has be taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower will notify Borrowers shall furnish to the Administrative Agent, for distribution to the LC Issuer Agent and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel Lender prompt written notice of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, offollowing: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, (bi) the occurrence of any Default,; (cii) the acceleration of the maturity filing or commencement of any Indebtedness owed action, suit or proceeding by or before any arbitrator or Governmental Authority Applicable or Insurance Regulatory Authority against or affecting a Loan Party or any Material Subsidiary that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect or the Borrower filing any other legal or arbitral proceedings, and any material development in respect of such legal or other proceedings, affecting a Loan Party or any of its Subsidiaries Subsidiaries, except proceedings that, if adversely determined, would not (either individually or in the aggregate) have a Material Adverse Effect; (iii) the occurrence of any default by ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liabilities of a Loan Party and its Subsidiaries in an aggregate amount exceeding $5,000,000; (iv) the occurrence of any change in the Best Rating of an Insurance Subsidiary; (v) on or prior to the effectiveness of any amendment to the terms of any Material Debt (other than Debt owed to an Applicable FHLB), or the effectiveness of any agreement governing any Debt in replacement or exchange thereof, a copy of such amendment or agreement (other than Debt owed to an Applicable FHLB); provided that promptly upon the request of the Administrative Agent or a Lender from time to time, the Borrower shall provide to the Administrative Agent and the Lenders copies of agreements and other documents evidencing, securing or otherwise governing Debt owed by any of Domestic Insurance Subsidiary to its Subsidiaries under Applicable FHLB; (vi) any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or change in any Applicable Insurance Code that could reasonably be expected to have a Material Adverse Effect, , promptly upon a Financial Officer’s (da) the occurrence becoming aware of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) change and (ii), b) reaching the belief that such event of default change could reasonably be expected to have a Material Adverse Effect; (vii) any change in the published financial strength rating by Best of any Person to which any Insurance Subsidiary has ceded risk in excess of $250,000 pursuant to a Reinsurance Agreement if such change causes such published rating to be “B++” or lower; and (gviii) any announcement of any change in other development that results in, or would reasonably be expected to result in, a RatingMaterial Adverse Effect. Each notice pursuant to delivered under this Section shall be accompanied by a statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth the details of the occurrence referred event or development requiring such notice and any action taken or proposed to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has be taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower will notify shall inform the Collateral Agent and the Administrative Agent, for distribution to Agent (who shall inform the LC Issuer and each Lender, promptly, and not later than five Back-Up Servicer in writing) promptly (5but in any event within three (3) Business Days (or, in the case of subsection clause (bi)(G) below and not later than below, ten (10) Business Days in the case of any other subsection below, Days) after any a Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that of the occurrence of such notice is being given pursuant to this Agreement, ofevent) in writing of the occurrence of any of the following: (ai) the occurrence of any event (A) [Reserved], (B) [Reserved], (C) an Event of Default, (D) an Unmatured Event of Default, (F) a Servicer Termination Event, (E) an Unmatured Servicer Termination Event or circumstance (G) a Regulatory Event or Competitor Regulatory Event that has had, or could reasonably be expected to havematerially and adversely affect the brokering, a Material Adverse Effect, underwriting, origination, collection or servicing of the Receivables and/or the related RISCs (b) unless notice of the occurrence of any Default,such Regulatory Event or Competitor Regulatory Event is publicly available), it being understood that the Borrower shall be deemed to have satisfied its obligations under this clause (G) if it has used commercially reasonable efforts to provide such notice; (cii) any event or circumstance, including the acceleration of the maturity submission of any Indebtedness owed by claim or the Borrower initiation or any of its Subsidiaries or threat in writing of any default by the Borrower legal process, litigation or any of its Subsidiaries under any Contractual Obligation of the Borrower administrative or such Subsidiaryjudicial investigation, if such acceleration or default has had rule making or could disciplinary proceeding, in each case affecting a SmileDirect Entity, that would reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (fiii) the occurrence commencement of any event proceedings by or against any Credit Party under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of default by the Borrower any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been appointed or requested for any Credit Party or any of its Subsidiaries in the payment or performance of their respective assets; (iiv) (A) any Credit Party that is not under regulatory supervision on the Closing Date being placed under regulatory supervision, (B) any license, permit, charter, registration or approval material obligations such Person is required to pay or perform under the terms conduct of any indentureCredit Party’s business being suspended, mortgage, deed of trust, security agreement, lease, and franchise, revoked 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 boundnot obtained, or (iiC) any IndebtednessCredit Party being ordered by a Regulatory Authority to cease and desist any practice, to the extent, procedure or policy employed by such Credit Party in the case conduct of clauses (i) its business, and (ii), such event of default could cessation would reasonably be expected to have a Material Adverse Effect; and (gv) the receipt by the Borrower or any of its Affiliates of any subpoena or request for information (a subpoena or similar request for information being referred to |US-DOCS\130674191.18|| herein as a “Request”) from any federal, state or local government entity, agency, self-regulatory body or officer thereof, except for (x) routine Requests for information received in the ordinary course of the Borrower’s or any of its Affiliates business, (y) Requests with respect to a single RISC so long as class action status has not been obtained and is not being sought in connection therewith or (z) any announcement Request from any state board of dentistry that could not reasonably be expected to have a Material Adverse Effect; provided that, the exceptions set forth in clauses (x), (y) and (z) shall not apply to any change in a Rating. Each notice pursuant Requests (i) received from the Consumer Financial Protection Bureau or any financial self-regulatory body (including any securities or commodities exchange or the Financial Industry Regulatory Authority, Inc.) or (ii) received from any Regulatory Authority relating to this Section shall be accompanied by a statement of a Responsible Officer the marketing activity or alleged unfair practices of the Borrower setting forth details or any of its Affiliates, unless such Request relates solely to five or fewer RISCs for which class action status has not been obtained and is not being sought in connection therewith. (vi) the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity of any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breachedERISA Event.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the LC Issuer and each Lender, Each Project Company shall promptly, and not later than five (5) Business Days in upon acquiring notice or giving notice, as the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection belowmay be, after any Responsible Officer or general counsel of the Borrower has obtaining knowledge thereof, stating give written notice (together with copies of any underlying notices or other documentation) to the Collateral Agent, the Trustee, the Swap Counterparty and XLCA (if XLCA is the Controlling Party) (it being acknowledged that XLCA shall have no obligation to provide any such written notice is being given pursuant received by it to this Agreement, any other Person) of: (ai) Any action, suit, arbitration, litigation, investigation or other proceeding or any dispute with any Governmental Authority relating to it or its Project and that involves (A) claims against it or its Project in excess of $2,000,000 or potential claims against it or its Project in excess of $4,000,000, in each case in the occurrence aggregate, (B) any injunctive, declaratory or other equitable relief that, if determined adversely to such Project Company, could reasonably be expected to have a Project Material Adverse Effect, (C) revocation, modification, failure to renew or the like of any event material Permit or circumstance that has hadimposition of additional material conditions with respect thereto, or (D) any Lien (other than a Project Company Permitted Lien) related to its Project for taxes due and payable but not paid; (ii) Any Project Event of Default or Project Inchoate Default, together with a description of any action being taken or proposed to be taken with respect thereto; (iii) Any cancellation or suspension, or receipt of written notice of threatened or potential cancellation or suspension, of any insurance described in Exhibit C; (iv) Any matter which has had or, in such Project Company's reasonable judgment, could reasonably be expected to have, a Project Material Adverse Effect,; (bv) the occurrence Any termination of, or delivery or receipt of written notice of any Default,material default under, any of such Project Company's Major Project Documents; (cvi) the acceleration Any written notice received from or given to any party to any of such Project Company's Major Project Documents (A) that an event of force majeure has occurred thereunder or (B) in respect of any claim in connection with an event of force majeure thereunder; (vii) The scheduled or proposed conduct of any of the maturity performance or other tests listed on Exhibit D (the "Completion Tests"), which notice shall be given at least 10 Business Days prior to the date on which such test is scheduled or proposed to occur, and a copy of any Indebtedness owed by which notice shall be given to the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect,Independent Engineer; (dviii) the Any (A) fact, circumstance, condition or occurrence of any Termination Event, (e) the filing of any suit at, on or proceedingarising from, such Project Company's Site, Improvements or other Mortgaged Property that results in material noncompliance with, or the assertion material violation of, any Hazardous Substances Law, (B) Release or threatened Release of Hazardous Substances in, on, under or from or in writing of a claim against the Borrower connection with, such Project Company's Site, Improvements or any Material Subsidiary other Mortgaged Property that has resulted or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability material personal injury, material property damage or a Project Material Adverse Effect, and (C) pending or, to Borrower or the knowledge of such Material Subsidiary in excess Project Company, threatened Environmental Claim against it or, to the knowledge of $50,000,000; (f) the occurrence of any event of default by the Borrower or such Project Company, any of its Subsidiaries Affiliates, contractors, lessees or any other Persons, arising in connection with the payment development, construction, ownership, leasing, use, operation or performance maintenance 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 franchiseits Project, or other agreementsuch Project Company's occupying or conducting operations on or at such Project Company's Site, contract Improvements or other instrument Mortgaged Property that has resulted or obligation to which it is a party or by which it or any of its properties is bound, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have result in material personal injury, material property damage or a Project Material Adverse Effect; and (gix) any announcement Any Casualty Event or Condemnation Event, or the commencement of proceedings in connection therewith, with respect to its Project involving a probable loss of $5,000,000 or more. Notwithstanding the foregoing, such Project Company shall not be required to give notice of any change matter described in a Rating. Each notice pursuant to this Section shall be accompanied 3.2(a) that is described in any Form 10-K, 10-Q or 8-K or other form or document filed by a statement such Project Company or any of a Responsible Officer of its Affiliates with the Borrower setting forth details of Securities and Exchange Commission and available on the occurrence referred to herein Commission's Electronic Data Gathering, Analysis and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(bRetrieval (EDGAR) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breachedsystem.

Notice of Material Events. The Borrower will notify furnish to the Administrative Agent, Agent for distribution delivery to the LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel Lender prompt written notice of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, offollowing: (a) the occurrence of any event or circumstance that has hadEvent of Default or, or could reasonably be expected to havethe knowledge of the Borrower, a Material Adverse Effect,any Default; (b) the occurrence of filing or commencement of, or any Default, (c) material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the acceleration knowledge of the maturity of any Indebtedness owed by Borrower, affecting the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such a Material Subsidiary in excess of $50,000,000Adverse Effect; (fc) to the knowledge of the Borrower, the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) promptly and in any event within fifteen (15) days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has a reasonable basis to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower; and (e) the occurrence of any event of default, or, to the knowledge of the Borrower, any default that is not cured within any applicable grace period, or the receipt by the Borrower or any of its their Subsidiaries in the payment or performance of (i) any material obligations such Person is required to pay or perform under the terms of any indenturewritten notice of an alleged default or event of default, mortgage, deed with respect to any Material Indebtedness 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 the Borrower or any of its properties is bound, or (ii) any Indebtedness, Subsidiaries. The Borrower will furnish to the extent, in Administrative Agent for delivery to each Lender the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.following:

Notice of Material Events. The Borrower will promptly notify the Administrative Agent, for distribution to the LC Issuer and each Lender, promptly, and not later than five BOK: (51) Business Days of any material adverse change in the case financial condition of subsection Borrower, (b2) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, (b) the occurrence of any Default, , (c3) of the acceleration of the maturity of any Indebtedness Debt owed by the Borrower or of any default by Borrower under any indenture, mortgage, agreement, contract or other instrument to which Borrower is a party or by which Borrower or any of Borrower’s properties is bound, (4) of any uninsured claim of $300,000 or more asserted against Borrower or any of its Subsidiaries or properties, (5) of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, proceeding against Borrower (or the assertion occurrence of any material development in writing any such suit or proceeding) in which an adverse decision could have a material adverse effect upon Borrower’s financial condition, business or operations (or could result in a judgment not covered by insurance of $300,000 or more against Borrower), (6) of the adoption by Borrower of any ERISA Plan, except for a claim against 401(k) plan now or hereafter maintained by Borrower, (7) of the merger or consolidation of Borrower with any other business entity, (8) of the sale, transfer, lease, exchange or disposal by Borrower of any material assets or properties or any Material Subsidiary proved oil or gas reserves with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary a value in excess of $50,000,000; 300,000, except sales of already-severed hydrocarbons and other products in the ordinary course of Borrower’s business, and (f9) of the occurrence of any event of the following: a material adverse change in the financial condition of Guarantor, a default by Guarantor with respect to any material indebtedness owed by Guarantor to any Person or the Borrower or filing by Guarantor of any petition for bankruptcy protection. Upon the occurrence of any of its Subsidiaries in the payment foregoing, Borrower will take all necessary or performance of (i) appropriate steps to remedy promptly any such material obligations adverse change, Default, or default, to protect against any such Person is required adverse claim, to pay defend any such suit or perform under the terms proceeding, and to resolve all controversies on account of any indenture, mortgage, deed of trust, security agreement, lease, and franchise, the foregoing. Borrower will also notify BOK in writing at least twenty Business Days prior to the date that Borrower changes its name or other agreement, contract or other instrument or obligation to which it is a party or by which it or any the location of its properties is boundchief 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 (ii) any Indebtedness, requesting BOK and its counsel to prepare the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breachedsame.

Notice of Material Events. The Borrower will notify the Administrative Agent, Agent for distribution delivery to the LC Issuer and each Lender, Lender promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten thirty (1030) Business Days days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect or an ETP Material Adverse Effect or a Regency Material Adverse Effect or a SUG Material Adverse Effect,; (b) the occurrence of (i) any Default or any “Default,” as defined in the Applicable MLP Credit Agreement, (ii) any “Default” or “Event of Default” as defined in the Indenture, (iii) any “Default” or “Event of Default” as defined in the Revolving Credit Agreement or (iv) any “Default” or “Event of Default” as defined in the Applicable SUG Credit Agreement; (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, if such acceleration or default has had or could have a Material Adverse Effect, an ETP Material Adverse Effect, a Regency Material Adverse Effect, or a SUG Material Adverse Effect; (iid) the occurrence of any IndebtednessTermination Event; (e) under any Environmental Law, any claim of $10,000,000 or more with respect to any Restricted Person or of $50,000,000 or more with respect to any Unrestricted Person, any notice of potential liability that could reasonably be expected to exceed such amount with respect to such Person, or any other material adverse claim asserted against any Restricted Person or any Unrestricted Person or with respect to any Restricted Person’s or any Unrestricted Person’s properties taken as a whole; and (f) the extentfiling of any suit or proceeding, or the assertion in writing of a claim, against any Restricted Person or any Unrestricted Person or with respect to any Restricted Person’s or any Unrestricted Person’s properties, in the case of clauses (i) and (ii), such event of default which an adverse decision could reasonably be expected to have a Material Adverse Effect; and (g) any announcement , or an ETP Material Adverse Effect, or a Regency Material Adverse Effect, or a SUG Material Adverse Effect. Upon the occurrence of any change of the foregoing, Restricted Persons will take all necessary steps to, or in a Ratingthe case of an MLP, the Company, an Unrestricted Person or their respective subsidiaries, will use commercially reasonable efforts to cause such Person to, remedy promptly any such Material Adverse Effect, 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 the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, Restricted Person has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b6.04(b) shall describe with particularity any and all provisions of this Agreement and if, applicable, other Loan Documents, if applicable, that have been breached.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, (b) the occurrence of any Default, (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Each Borrower will notify the Administrative Agent, for distribution furnish to the LC Issuer and each Lender, promptly, and not later than five Lender prompt (5but in any event within any time period that may be specified below) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel written notice of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, offollowing: (ai) the occurrence of any event Default or circumstance Event of Default; (ii) receipt of any notice of any investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Loan Party that has had(A) seeks damages in excess of [***] or injunctive relief, (B) alleges criminal misconduct by any Loan Party or any Subsidiary thereof, (C) alleges the violation of, or seeks to impose remedies under the Securities Act of 1933, the Exchange Act, the Investment Company Act, any applicable Environmental Law or other related Requirement of Law, or seeks to impose Environmental Liability, (D) asserts liability on the part of any Loan Party or any Subsidiary in excess of [***] in respect of any tax, fee, assessment, or other governmental charge, or (E) involves any product recall; (iii) any material change in accounting or financial reporting practices by the Loan Parties, the Ultimate Parent or, if and to the extent applicable, the IPO Entity; (iv) any other development that results in, or could reasonably be expected to haveresult in, a Material Adverse Effect,; (bv) [Reserved]; (vi) immediately, and in any event, within twenty-four (24) hours after the occurrence of such event, after any Default, (c) the acceleration of the maturity Borrower learns of any Indebtedness owed by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or Casualty Event with respect to the Equipment or any other event that has materially disrupted or prevented the continuous mining of Digital Assets to an ACA Wallet from the Equipment, including, without limitation, any loss of electricity, loss of internet connection, software issues, or viruses that is not remedied within twenty-four (24) hours of such Borrower becoming aware, notify Collateral Agent and Lender in writing with reasonable detail of such event and provide Collateral Agent and Lender with such Borrower’s or any Material Subsidiary’s properties which could reasonably be expected proposed course of action to result in liability to Borrower or such Material Subsidiary in excess recommence the mining of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse EffectDigital Assets; and (gvii) any announcement of any change in the information provided in the Beneficial Ownership Certification delivered to Lender that would result in a Ratingchange to the list of beneficial owners identified in such certification. Each notice pursuant to delivered under this Section 7(b) shall be (i) in writing, and (ii) accompanied by a statement of a Responsible Financial Officer or other executive officer of the a Borrower setting forth the details of the occurrence referred event or development requiring such notice and any action taken or proposed to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has be taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower will notify the Administrative Agent, Agent for distribution delivery to the LC Issuer and each Lender, Lender promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten thirty (1030) Business Days days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect,; (b) the occurrence of (i) any Default or Event of Default,, (ii) any “Default” or “Event of Default” as defined in the Indenture, (iii) any “Default” or “Event of Default” as defined in the Revolving -52- Credit Agreement or (iv) any “Default” or “Event of Default” as defined in the Existing Term Loan Agreement; (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries Restricted Persons or of any default by the Borrower or any Restricted Persons under any indenture, mortgage, agreement, contract or other instrument to which it is a party or by which it or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiaryproperties is bound, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect,; (d) the occurrence of any Termination Event,; and (e) the filing of any suit or proceeding, or the assertion in writing of a claim claim, against the Borrower or any Material Subsidiary Restricted Person or with respect to the Borrower’s or any Material SubsidiaryRestricted Person’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, Restricted Person has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b6.04(b) shall describe with particularity any and all provisions of this Agreement, the Indenture, the Revolving Credit Agreement, the Existing Term Loan Agreement and ifor any related documents, if applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower will notify the Administrative Agent, Agent for distribution delivery to the LC Issuer and each Lender, Lender promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten thirty (1030) Business Days days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect or an ETP Material Adverse Effect or a Regency Material Adverse Effect or a SUG Material Adverse Effect,; (b) the occurrence of (i) any Default or any “Default,” as defined in the Applicable MLP Credit Agreement, (ii) any “Default” or “Event of Default” as defined in the Indenture, (iii) any “Default” or “Event of Default” as defined in the Revolving Credit Agreement or (iv) any “Default” or “Event of Default” as defined in the SUG Credit Agreement; (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, if such acceleration or default has had or could have a Material Adverse Effect, an ETP Material Adverse Effect, a Regency Material Adverse Effect, or a SUG Material Adverse Effect; (iid) the occurrence of any IndebtednessTermination Event; (e) under any Environmental Law, any claim of $10,000,000 or more with respect to any Restricted Person or of $50,000,000 or more with respect to any Unrestricted Person, any notice of potential liability that could reasonably be expected to exceed such amount with respect to such Person, or any other material adverse claim asserted against any Restricted Person or any Unrestricted Person or with respect to any Restricted Person’s or any Unrestricted Person’s properties taken as a whole; and (f) the extentfiling of any suit or proceeding, or the assertion in writing of a claim, against any Restricted Person or any Unrestricted Person or with respect to any Restricted Person’s or any Unrestricted Person’s properties, in the case of clauses (i) and (ii), such event of default which an adverse decision could reasonably be expected to have a Material Adverse Effect; and (g) any announcement , or an ETP Material Adverse Effect, or a Regency Material Adverse Effect, or a SUG Material Adverse Effect. Upon the occurrence of any change of the foregoing, Restricted Persons will take all necessary steps to, or in a Ratingthe case of an MLP, the Company, an Unrestricted Person or their respective subsidiaries, will use commercially reasonable efforts to cause such Person to, remedy promptly any such Material Adverse Effect, 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 the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, Restricted Person has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b6.04(b) shall describe with particularity any and all provisions of this Agreement and if, applicable, other Loan Documents, if applicable, that have been breached.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the LC Issuer Seller shall promptly inform each Purchaser and each Lender, promptly, and not later than five (5) Business Days Agent in the case of subsection (b) below and not later than ten (10) Business Days in the case writing of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, offollowing: (ai) any Default, Event of Default by Seller or any other Person (other than any Purchaser, Agent or any of their Affiliates) of any material obligation under any Program Document, or the occurrence or existence of any event or circumstance that has hadSeller reasonably expects will with the passage of time become a Default, Event of Default by Seller or any other Person; (ii) any material reduction in the insurance coverage of Seller as required to be maintained pursuant to Section ‎14(q) hereof, or any other Person pursuant to any Program Document, with copy of evidence of same attached; (iii) the commencement of, or any determination in, any litigation, investigation (to the extent notice may be given), proceeding, sanctions or suspension between Seller or Guarantor, on the one hand, and any Governmental Authority (or any other Person, but only with respect to material litigation), on the other which, in any case, could reasonably be expected to have, have a Material Adverse Effect,Effect with respect to the Seller; (biv) the occurrence any change in accounting policies or financial reporting practices of any Default, (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or Seller which could reasonably be expected to have a Material Adverse Effect,; (dv) the occurrence of any Termination Event, (e) the filing of any suit event, circumstance or proceedingcondition that has resulted, or the assertion has a reasonable likelihood of resulting in writing of a claim against the Borrower or any Material Subsidiary or Adverse Effect with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000Seller; (fvi) the occurrence of [reserved]; (vii) any event of default by the Borrower financial covenants Seller becomes subject to or any of its Subsidiaries in the payment change 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 franchisemodification to, or other agreementwaiver of compliance with, contract any financial covenants Seller is obligated to comply with, in any case, under any repurchase agreement or other instrument warehouse financing related to new origination mortgage loans, provided notice shall only be required if (A) such financial covenant is more favorable to any purchaser, buyer, lender or obligation to similar financing party of such repurchase agreement or other warehouse than the financial covenant(s) set forth in this Agreement, considering the definitions and calculation of the financial covenant(s) for which it notice and analysis is a party or by which it or any of its properties is boundsought, or (iiB) a substantially similar financial covenant is not set forth in this Agreement; (viii) upon Seller becoming aware of any Indebtednesspenalties, sanctions or charges levied, or threatened to the extent, be levied (which in the case of clauses (i) and (iiany penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material), against Seller or any change or threatened change in Approval status, or the commencement of any non-routine audit, investigation (to the extent notice may be given concerning any such event audit or investigation), or the institution of default could reasonably any action or the threat of institution of any action against Seller by any Agency, or any supervisory or regulatory Governmental Authority (including, but not limited to HUD and FHA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller, notice of which is permitted to be expected to have a Material Adverse Effect; andgiven by Seller under applicable law, rule or regulation; (gix) any announcement [reserved]; (x) upon Seller becoming aware of any change in a Rating. Each notice pursuant to this Section shall be accompanied termination or threatened termination by a statement of a Responsible Officer the Agency of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, Custodian as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breachedan eligible custodian.

Notice of Material Events. The HoldCo Borrower will notify furnish to the Administrative Agent, for distribution which shall provide to the LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case prompt written notice of any other subsection below, after any Responsible Officer or general counsel of its executive officers obtaining actual knowledge of the Borrower has following (and, in any event, any such notice shall be furnished to the Agent within 20 days of its executive officers obtaining actual knowledge thereof, stating that such notice is being given pursuant to this Agreement, of:): (a) the occurrence of any Default or Event of Default, specifying what action the HoldCo Borrower proposes to take with respect thereto; (b) any development or event or circumstance that has hadresulted in, or could would reasonably be expected to haveresult in, a Material Adverse Effect, (b) the occurrence of any Default,; (c) [reserved]; (d) the acceleration of the maturity filing or commencement of any Indebtedness owed action, suit or proceeding at law or in equity by or before any arbitrator or Governmental Authority involving the HoldCo Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could that would reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event,; (e) any event or condition which constitutes an event of default under any agreement for borrowed money to which the filing of any suit or proceeding, or the assertion in writing of HoldCo Borrower is a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000party; (f) the occurrence any levy of any event of default by the Borrower or any of its Subsidiaries in the payment or performance of (i) any material obligations such Person is required to pay or perform under the terms of any indenturean attachment, mortgage, deed of trust, security agreement, lease, and franchise, execution or other agreement, contract or other instrument or obligation to which it is a party or by which it or any process against the assets of its properties is bound, or (ii) any Indebtedness, to the extent, HoldCo Borrower involving an amount in the case excess of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and$10,000,000; (g) any announcement event that has resulted or that would, if not waived by the Agent at the direction of the Required Lenders, require a mandatory prepayment of the Loans as provided in Section 2.08; and (h) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a Ratingchange to the list of beneficial owners identified in such certification. Each notice pursuant to this Section shall be accompanied by a statement Notice from the NBA of a Responsible Officer any of the Borrower setting forth details foregoing to the Agent (on behalf of the occurrence referred to herein and stating what action the Borrower, Subsidiary HoldCo Borrower or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(botherwise) shall describe with particularity any all provisions of satisfy the HoldCo Borrower’s obligation under this Agreement and if, applicable, other Loan Documents, that have been breachedSection.

Notice of Material Events. The Borrower Borrowers will notify deliver to the Administrative Agent, for distribution to the LC Issuer Agent and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence prompt (but in any event within two (2) Business Days) written notice upon any Loan Party obtaining knowledge that (i) any Material Indebtedness of any event Loan Party or circumstance that any of its Restricted Subsidiaries has hadbeen declared or shall have become due and payable prior to its stated maturity, or called and not paid when due, or (ii) the holder of any note (other than the Notes), or other evidence of Material Indebtedness, certificate or security evidencing any such Indebtedness, or any obligee with respect to any other Indebtedness of any Loan Party or any of its Restricted Subsidiaries, has the right to declare such Material Indebtedness due and payable prior to its stated maturity; (b) prompt (but in any event within two (2) Business Days) written notice of (i) the institution of, or written threat of, any action, suit, governmental investigation or arbitration proceeding against any Loan Party or any of its Restricted Subsidiaries or the receipt of any citation, summons, subpoena, order to show cause or other order naming any Loan Party or any of its Restricted Subsidiaries a party to any proceeding before any Governmental Authority, in each case, which could reasonably be expected to haveresult in a fine or settlement or other liability in excess of $500,000 together with a copy of any document received in connection with such action, suit, governmental investigation, or arbitration proceeding or such citation, summons, subpoena, order to show cause or other order, (ii) any lapse or other termination of any license, permit, franchise or other authorization issued to any Loan Party or any of its Restricted Subsidiaries by any Governmental Authority, (iii) any refusal by any Governmental Authority to renew or extend any such license, permit, franchise or other authorization, and (iv) any dispute between any Loan Party or any of its Restricted Subsidiaries, on the one hand, and any Governmental Authority, on the other hand; which lapse, termination, refusal or dispute, referred to in clauses (ii), (iii) and (iv) above, is material or otherwise could reasonably be expected to result in a fine, settlement, or other liability in excess of $500,000; (c) promptly (but in any event within two (2) Business Days) upon any Loan Party’s receipt of notice of the pendency of any proceeding for the condemnation or other taking of any Property of any Loan Party or any of its Restricted Subsidiaries with a book value in excess of $500,000, a copy of such notice; (d) promptly (but in any event within two (2) Business Days) following the occurrence of any loss, destruction, or other casualty with respect to Property of any Loan Party or of its of Restricted Subsidiaries with a book value in excess of $500,000, notice of the occurrence thereof; (e) promptly (but in any event within two (2) Business Days) after the sending or filing thereof, (i) copies of any proxy statements, annual reports, financial statements, or other material report or communication that the Parent has made generally available to the holders of its Capital Stock and (ii) copies of any regular, periodic, and special reports or registration statements or prospectuses that the Parent files with the Securities and Exchange Commission or any other Governmental Authority or any national or foreign securities exchange or the National Association of Securities Dealers, Inc.; (f) promptly (but in any event within two (2) Business Days) following the occurrence of any ERISA Event or receipt by any Loan Party or of its Restricted Subsidiaries of written notice of the commencement of any litigation regarding any Plan or naming it or the trustee of any such Plan with respect to such Plan (other than claims for benefits in the ordinary course of business), notice of the occurrence thereof, in each case which could reasonably be expected to result in a liability of any Loan Party or any of its Restricted Subsidiaries in excess of $500,000; (g) prompt (but in any event within one (1) Business Day) written notice of the occurrence of each Default and each Event of Default; (h) promptly (but in any event within two (2) Business Days) upon any Loan Party’s receipt of notice of any event that would reasonably be expected to result in a Material Adverse Effect,, notice of the occurrence thereof; (bi) the occurrence promptly (but in any event within two (2) Business Days) upon receipt thereof, copies of all audit reports and all management letters relating to any Default, (c) the acceleration of the maturity of any Indebtedness owed by the Borrower Loan Party or any of its Restricted Subsidiaries submitted by any accountants in connection with each annual, interim or special audit of the books of any default by the Borrower Loan Party or any of its Subsidiaries under Restricted Subsidiaries; (j) promptly (but in any Contractual Obligation event within two (2) Business Days) upon any Loan Party’s receipt from any Governmental Authority or other Person of any notice asserting any failure by any Loan Party to be in compliance with applicable Requirements of Law or that threatens the Borrower taking of any action against such Person, or such Subsidiarysets forth circumstances, if such acceleration or default has had or that could reasonably be expected to have a Material Adverse Effect,, notice of the occurrence thereof; and (dk) promptly (i) (but in any event within two (2) Business Days) upon the occurrence of any Termination Event, (e) default under, or any proposed or threatened termination or cancellation of, any Material Contract, notice of the filing occurrence thereof and an explanation of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or actions being taken with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, leasethereto, 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, or (ii) (but in any Indebtednessevent within ten (10) Business Days) following the date on which any new Material Contract is entered into, to the extent, in the case copies of clauses (i) and (ii), such event of default could reasonably be expected to have a new Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breachedContracts.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the LC Issuer and each Lender, promptly(a) Promptly, and not later than five in any event within three (53) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of Parent, Borrower or any other subsection below, after any Responsible Officer or general counsel Loan Party becoming aware of the following events, Parent or Borrower has knowledge thereof, stating that such will furnish to the Global Administrative Agent and each Lender written notice is being given pursuant to this Agreement, ofof the following: (ai) the occurrence of any Default; and (ii) any sales, transfer, assignments or other dispositions of Property of Borrower, Parent or any other Loan Party governed by subsections (d), (e) or (f) of Section 7.5; (b) Promptly, and in any event within five (5) days of Borrower, Parent or circumstance that has hadany other Loan Party becoming aware of the following events, Borrower or could reasonably be expected Parent will furnish to havethe Global Administrative Agent and each Lender written notice of the following: (i) (a) the filing or commencement of any action, a Material Adverse Effect, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting Borrower, Parent or any other Loan Party or (b) the occurrence of any Default,adverse development with respect to any action, suit or proceeding previously disclosed to the Global Administrative Agent or the Lenders pursuant to this Agreement, in each case if such action, suit, proceeding or development could reasonably be expected to result in a Material Adverse Effect; (cii) the acceleration of the maturity occurrence of any Indebtedness owed by ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Borrower, Parent and the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or other Loan Parties in an aggregate amount which could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (fiii) the occurrence of any event of default by the Borrower and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened or other environmental claims against Borrower, Parent, any other Loan Party, or any of its Subsidiaries in the payment or performance of (i) their Properties pursuant to any material obligations such Person is required to pay or perform under the terms of any indentureapplicable Environmental Laws which, mortgageif adversely determined, 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; (iv) any default under one or more Hedging Agreements which results in an obligation of Borrower, Parent or any other Loan Party to make one or more payments in an aggregate amount in excess of U.S.$250,000; and (gv) any announcement of any change in other development that results in, or could reasonably be expected to result in, a Rating. Material Adverse Effect; and (c) Each notice pursuant to delivered under this Section shall be accompanied by a statement of a Responsible an Authorized Officer of the Parent or Borrower setting forth the details of the occurrence referred event or development requiring such notice and any action taken or proposed to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has be taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower Each Loan Party will notify the furnish to Administrative AgentAgent prompt written notice (but, for distribution to the LC Issuer and each Lenderin any event, promptly, and not later than within five (5) Business Days in the case of subsection (bdaysBusiness Days) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, offollowing: (a) (i) any condition or event that constitutes a Default or an Event of Default; (ii) that any Person has given any notice to any Loan Party or taken any other action with respect to any event or condition set forth in Section 8.1(b); or (iii) the occurrence of any event or circumstance change that has had, caused or could reasonably be expected to haveresult in, either individually or in the aggregate, a Material Adverse Effect,, which notice shall be accompanied by a certificate of an Authorized Officer specifying the nature and period of existence of such condition, event or change, or specifying the notice given and action taken by any such Person and the nature of such claimed Event of Default, Default, default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto. (b) the occurrence filing or commencement of, or the receipt of a threat in writing of, any Default, action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority against or affecting any Loan Party not previously disclosed in writing (cincluding in the Schedules hereto) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default to Administrative Agent that has had caused or could reasonably be expected to have a Material Adverse Effect,result in, liability in excess of $3,000,000; (c) the filing or commencement of any action, suit, proceeding, or arbitration by or on behalf of any Loan Party claiming or asserting damages in favor of such Loan Party valued in excess of $3,000,000; (d) the occurrence of any Termination Event,ERISA Event (determined without regard to any materiality standard included in the definition of such term) that, individually, could reasonably be expected to result in liability of any Loan Party, its Subsidiaries or any of their respective ERISA Affiliates in an aggregate amount exceeding $3,000,000; (e) reserved; (f) the filing receipt by any Loan Party of the institution of, any Adverse Proceeding not previously disclosed in writing by the Borrower to Lenders which, could reasonably be expected to result in liabilities to the Loan Parties in excess of $3,000,000; (g) any Loan Party’s entry into a Swap Agreement or the termination or material modification of any suit Swap Agreement by any party thereto; provided that this clause shall not permit any Loan Party to enter into or proceeding, terminate or materially modify a Swap Agreement not otherwise permitted by this Agreement; and (h) the assertion occurrence of any change in writing the board of a claim against the Borrower directors (or similar governing body) of any Material Subsidiary or with respect to the Borrower’s or Loan Partyreserved; and (i) receipt of any Material Subsidiary’s properties Environmental Claim which could reasonably be expected to result in a liability to Borrower or such Material Subsidiary any Loan Party in excess of $50,000,000; 3,000,000. Borrower hereby acknowledges that (fa) Administrative Agent will make available to Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) in such manner as described Section 9.9 and (b) certain of the occurrence Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower or its Affiliates or the respective securities of any event of default the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrower or any its securities for purposes of its Subsidiaries in United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the payment or performance of (i) any material obligations such Person Platform that 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) designated “Public Side Information;” and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (gz) any announcement of any change in a Rating. Each notice pursuant to this Section Administrative Agent shall be accompanied by entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a statement of a Responsible Officer portion of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breachedPlatform not designated “Public Side Information.”

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the each LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten thirty (1030) Business Days days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect,; (b) the occurrence of any Default,; (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect,; (d) the occurrence of any Termination Event,Event that could reasonably be expected to result in any liability to any ERISA Affiliate in an amount that, either individually or in the aggregate, could reasonably expected to have a Material Adverse Effect; (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such have a Material Subsidiary in excess of $50,000,000Adverse Effect; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) Promptly upon any Executive Officer of a Credit Party obtaining knowledge of (i) any Default or Event of Default, (ii) any material adverse change in the occurrence condition or operations of any Credit Party, financial or otherwise, (iii) any action or event or circumstance that has had, or which could reasonably be expected to havematerially and adversely affect the performance of the Credit Parties’ obligations under this Credit Agreement or any other Fundamental Document, the repayment of the Notes, or the security interests granted to the Lender under the terms of a Fundamental Document, (iv) any other event which could reasonably be expected to result in a Material Adverse Effect,Effect or would otherwise cause the loss of greater than 7,500,000 Subscribers, (v) the change of the jurisdiction or form of organization, or the principal place of business of any Credit Party or of the location of any Credit Party’s books and records, (vi) any change in the name of any Credit Party, (vii) any other event which could reasonably be expected to materially and adversely impact upon the amount of collectability of any material accounts receivable of the Credit Parties or materially decrease the value of the Collateral, or (viii) any proposed material amendment to any material agreements that are part of the Collateral, such Credit Party shall promptly give written notice thereof to the Lender specifying the nature and period of existence of any such condition or event and what action such Credit Party has taken, is taking and proposes to take with respect thereto. (b) the occurrence Promptly upon any Executive Officer of any Default, a Credit Party obtaining knowledge of (ci) the acceleration of the maturity of institution of, or threat of, any Indebtedness owed action, suit, proceeding, investigation or arbitration by the Borrower any Governmental Authority or other Person against or affecting any Credit Party or any of its Subsidiaries assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in the case of any default by the Borrower (i) or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary(ii) might, if such acceleration or default has had or could adversely determined, reasonably be expected to have a Material Adverse Effect, Effect or would otherwise cause the loss of greater than 7,500,000 Subscribers, such Credit Party shall promptly give notice thereof to the Lender and provide such other information as may be available to it (d) the occurrence without waiver of any Termination Event, (eapplicable evidentiary privilege) to enable the filing of any suit or proceedingLender to evaluate such matters; and, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect addition to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result requirements set forth in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii) of this subsection (b), such event Credit Party upon request shall promptly give notice of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement the status of any change in action, suit, proceeding, investigation or arbitration covered by a Rating. Each notice report delivered to the Lender pursuant to this Section shall clause (i) and (ii) above to the Lender and provide such other information as may be accompanied by a statement of a Responsible Officer of reasonably available to it to enable the Borrower setting forth details of the occurrence referred Lender to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breachedevaluate such matters.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of Promptly upon any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, (b) the occurrence of any Default, (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation executive officer of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the payment or performance General Partner obtaining knowledge of (i) any Default or Event of Default, (ii) any Event of Loss, (iii) any Material Adverse Effect, (iv) any material obligations such Person is required to pay adverse change in the condition or perform under the terms operations of any indentureTransaction Party, mortgagefinancial or otherwise, deed (v) the opening of trustany office of the Borrower or the change of the executive office or the principal place of business of the Borrower or of the location of the Borrower's books and records or any portion of the Collateral, security agreement(vi) any change in the name of the Borrower, lease(vii) any other event which could materially and adversely impact upon the amount or collectibility of amounts payable to the Borrower under any Capacity Agreement or otherwise materially decrease the value of the Collateral, (viii) any Person giving any notice to the Borrower or taking any other action to enforce remedies with respect to a claimed default or event or condition of the type referred to in paragraph (e) of Article 7 or (ix) the inability of the Borrower to fulfill all of its obligations under Section 5.21 hereof, the Borrower shall promptly give written notice thereof to the Administrative Agent specifying the nature and franchiseperiod of existence of any such condition or event, or other agreementspecifying the notice given or action taken and the nature of such claimed Event of Default or condition and what action the Borrower (or such Transaction Party, contract if applicable) has taken, is taking and proposes to take with respect thereto. (b) Promptly upon any executive officer of the Borrower or a General Partner obtaining knowledge of (i) the institution of, or threat of, any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other instrument Person against or obligation to which it is affecting the Borrower, a party or by which it or Transaction Party, any of its properties is boundtheir respective assets, the Project, the Cable or the Right of Way, or (ii) any Indebtednessmaterial development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the extentAdministrative Agent), which, in the case of (i) or (ii), could, if adversely determined, have a materially adverse effect on the Borrower, a Transaction Party, the Project, the Cable or the Right of Way, the Borrower shall promptly give notice thereof to the Administrative Agent and provide such other information as may be available to it to enable the Lenders to evaluate such matters; and, in addition to the requirements set forth in clauses (i) and (ii) of this subsection (b), such event the Borrower upon request shall promptly give notice of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement the status of any change in action, suit, proceeding, investigation or arbitration covered by a Rating. Each notice report delivered to the Administrative Agent pursuant to this Section shall clause (i) and (ii) above to the Lenders and provide such other information as may be accompanied by a statement of a Responsible Officer of reasonably available to it to enable the Borrower setting forth details of the occurrence referred Lenders to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breachedevaluate such matters.

Notice of Material Events. The Borrower will shall notify the Administrative Agent, for distribution to the LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, Lender promptly after any Responsible Officer or general counsel acquiring knowledge of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, occurrence of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, (b) the occurrence of any Default, (c) the acceleration of the maturity of any Indebtedness owed by the if Borrower or any of its Subsidiaries causes or intends to cause, as the case may be: (a) the institution of any default by the lawsuit or administrative proceeding affecting Borrower or any of its Subsidiaries Subsidiaries, the adverse determination under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (gb) any announcement material adverse change, either in any case or in the aggregate, in the assets, liabilities, business, condition (financial or otherwise), operations, Property or prospects of Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect; (c) any Event of Default or any Default, together with a detailed statement by an appropriate officer or other responsible party acceptable to Lender on behalf of Borrower of the steps being taken to cure the effect of such Event of Default or Default; (d) the receipt of any change notice from, or the taking of any other action by, the holder(s) of any Indebtedness of Borrower or any of its Subsidiaries in an aggregate principal amount of $250,000.00 or greater with respect to a Rating. Each claimed default, together with a detailed statement by an appropriate officer or other responsible party acceptable to Lender on behalf of Borrower specifying the notice pursuant to this Section shall be accompanied given or other action taken by a statement of a Responsible Officer such holder and the nature of the Borrower setting forth details of the occurrence referred to herein claimed default and stating what action the Borrower, Subsidiary Borrower or Material Subsidiaryits applicable Subsidiaries, as applicablethe case may be, has taken and proposes is taking or proposed to take with respect thereto. Each notice pursuant to Section 6.03(b; and (e) shall describe with particularity any all provisions adverse change in any material respect in the accuracy of the representations and warranties of Borrower or any of its Subsidiaries in this Agreement or any other Credit Document (except for any representation or warranty that specifically relates to an earlier date or except for any changes in any such representation or warranty that would not result in or constitute a Default or Event of Default). Borrower will notify Lender in writing at least 30 days prior to the date that any Obligor 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 if, applicable, other Loan Documents, that have been breachedrecords.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution to the LC Issuer and each Lender, Lender promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten thirty (1030) Business Days days in the case of any other subsection below, after any Responsible Officer or general counsel executive officer of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, (b) the occurrence of any Default, (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation indenture, mortgage, agreement, contract or other instrument to which it is a party or by which it or any of the Borrower or such Subsidiaryits properties is bound, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) Under any Environmental Law, any claim of $15,000,000 or more, any notice of potential liability 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 taken as a whole, (f) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary Restricted Person or with respect to the Borrower’s or any Material SubsidiaryRestricted Person’s properties in which an adverse decision could reasonably be expected to result in liability to Borrower or such have a Material Subsidiary in excess of $50,000,000;Adverse Effect, and (fg) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), extent such default or event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement Effect on the consolidated financial condition, business, operations, assets or prospects of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take (ii) any Indebtedness. Upon the occurrence of any of the foregoing (other than with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity the Borrower and its Subsidiaries (other than Restricted Persons)), Restricted Persons will take all necessary or appropriate steps to remedy promptly any such Material Adverse Effect, Default, acceleration, default, or Termination Event, to protect against any such adverse claim, to defend any such suit or proceeding, and to resolve all provisions controversies on account of this Agreement and if, applicable, other Loan Documents, that have been breachedany of the foregoing.

Notice of Material Events. The Borrower will notify the Administrative Agent(a) Promptly upon, for distribution to the LC Issuer and each Lender, promptly, and not later than but in any event within five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case after, an Authorized Officer or other executive officer of any other subsection belowCredit Party obtaining knowledge of (i) any (X) Default or (Y) Event of Default, after (ii) any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, , (biii) the occurrence of any Default, (c) the acceleration of the maturity of any Indebtedness owed by the Borrower action, event or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or condition which could reasonably be expected to have a Material Adverse Effect, , (div) the occurrence change of the chief executive office or the principal place of business of any Termination Event, (e) Credit Party or of the filing location of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or Credit Party's books and records with respect to the Borrower’s Collateral or any Material Subsidiary’s properties Pledged Securities, (v) any change in the name, corporate structure or the jurisdiction of organization of any Credit Party, (vi) a change in the organizational identification number of any Credit Party or the receipt of an organizational number by a Credit Party which previously did not have one; (vii) any other event which could reasonably be expected to result materially decrease the value of the Collateral, (viii) any material amendment to any Material Agreement, (ix) any Person giving any notice to any Credit Party or taking any other action to enforce remedies with respect to a claimed default or event or condition of the type referred to in liability paragraphs (g), (h), (i) or (j) of Article 7, (x) any strike, walkout, material work stoppage or other material labor difficulty with respect to Borrower any Credit Party, or (xi) any revocation, suspension, termination, rescission, non-renewal, forfeiture or similar action by any Governmental Authority to take any of the foregoing actions with respect to a Regulatory License or a Reimbursement Approval or any material amendment to any Regulatory License or Reimbursement Approval, give written notice thereof to the Administrative Agent specifying the nature and period of existence of any such Material Subsidiary in excess condition or event, or specifying the notice given or action taken by such Person and the nature of $50,000,000;such claimed Event of Default or condition and what action any Credit Party has taken, is taking and proposes to take with respect thereto. (fb) Promptly upon, but in any event within ten (10) Business Days after, an Authorized Officer or other executive officer of any Credit Party obtaining knowledge of (i) the occurrence of institution of, or threat of, any event of default action, suit, proceeding, investigation or arbitration by the Borrower any Governmental Authority or other Person against or affecting any Credit Party or any of its Subsidiaries in the payment assets including, without limitation, any Regulatory License 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, Reimbursement Approval 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, or (ii) any Indebtednessmaterial development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the extentAdministrative Agent), which, in the case of clause (i) or (ii) above, is reasonably likely to have a Material Adverse Effect, such Credit Party shall promptly give written notice thereof to the Administrative Agent and provide such other information as may be available to it to enable the Administrative Agent to evaluate such matters; and, in addition to the requirements set forth in clauses (i) and (ii) of this subsection (b), such event Credit Party upon request shall promptly give notice to the Administrative Agent of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement the status of any change in action, suit, proceeding, investigation or arbitration covered by a Rating. Each notice report delivered to the Administrative Agent pursuant to this Section shall subsection (b) above and provide such other information as may be accompanied by a statement of a Responsible Officer of reasonably available to it to enable the Borrower setting forth details of the occurrence referred Administrative Agent to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breachedevaluate such matters.

Notice of Material Events. The Borrower will promptly notify the Administrative Agent, for distribution to the LC Issuer and each Lender, promptly, and not later than five BOK: (51) Business Days of any material adverse change in the case financial condition of subsection Borrower, (b2) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, (b) the occurrence of any Default, , (c3) of the acceleration of the maturity of any Indebtedness Debt owed by the Borrower or of any default by Borrower under any indenture, mortgage, agreement, contract or other instrument to which Borrower is a party or by which Borrower or any of Borrower’s properties is bound, (4) of any uninsured claim of $250,000 or more asserted against Borrower or any of its Subsidiaries or properties, (5) of the filing of any default by suit or proceeding against Borrower (or the Borrower occurrence of any material development in any such suit or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could proceeding) in which an adverse decision would reasonably be expected to have a Material Adverse Effect, material adverse effect upon Borrower’s financial condition, business or operations (dor could result in a judgment not covered by insurance of $250,000 or more against Borrower), (6) of the adoption by Borrower of any ERISA Plan, (7) of the merger or consolidation of Borrower with any other business entity, (8) of the sale, transfer, lease, exchange or disposal by Borrower of any material assets or properties or any proved oil or gas reserves with a value in excess of $250,000, except sales of already—severed hydrocarbons and other products in the ordinary course of Borrower’s business, and (9) of the occurrence of any Termination Event, (e) of the following: a material adverse change in the financial condition of any Guarantor, a default by any Guarantor with respect to any material indebtedness owed by such Guarantor to any Person or the filing by any Guarantor of any petition for bankruptcy protection. Upon the occurrence of any of the foregoing, Borrower will take all necessary or appropriate steps to remedy promptly any such material adverse change, 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. Borrower will also notify BOK in writing at least twenty Business Days prior to the date that Borrower changes its name or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any location of its Subsidiaries in chief executive office or principal place of business or the payment place where it keeps its books and records concerning the Collateral, furnishing with such notice any necessary financing statement amendments or performance of (i) any material obligations such Person is required requesting BOK and its counsel to pay or perform under prepare 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breachedsame.

Notice of Material Events. The Borrower will notify shall furnish to the Administrative Agent, for distribution to the LC Issuer Agent and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel Lender prompt written notice of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, offollowing: (a) the occurrence of any event Default; (b) the filing or circumstance that has hadcommencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority Applicable or Insurance Regulatory Authority against or affecting the Borrower or any Material Subsidiary that, if adversely determined, could reasonably be expected to have, result in a Material Adverse Effect, (b) Effect or the occurrence filing any other legal or arbitral proceedings, and any material development in respect of any Default, (c) the acceleration of the maturity of any Indebtedness owed by such legal or other proceedings, affecting the Borrower or any of its Subsidiaries Subsidiaries, except proceedings that, if adversely determined, would not (either individually or in the aggregate) have a Material Adverse Effect; (c) the occurrence of any default by the Borrower ERISA Event that, alone or together with any of its Subsidiaries under any Contractual Obligation other ERISA Events that have occurred, could reasonably be expected to result in liabilities of the Borrower and its Material Subsidiaries in an aggregate amount exceeding $10,000,000; (d) the occurrence of any change in the Borrower’s Senior Debt Ratings by either of Xxxxx’x and S&P; (e) at least five Business Days prior to the effectiveness of any amendment to the terms of the Placed Debt, or the effectiveness of any agreement governing any Debt in replacement or exchange thereof, a copy of such Subsidiary, if such acceleration amendment or default has had or agreement; (f) any change in any Applicable Insurance Code that could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of promptly upon a claim against the Borrower or any Material Subsidiary or with respect to the BorrowerFinancial Officer’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the payment or performance of (i) any material obligations becoming aware of such Person is required to pay or perform under the terms of any indenture, mortgage, deed of trust, security agreement, lease, change 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, or (ii) any Indebtedness, to reaching the extent, in the case of clauses (i) and (ii), belief that such event of default change could reasonably be expected to have a Material Adverse Effect; and; (g) any announcement change in the published financial strength rating by Best of any Person to which any Insurance Subsidiary has ceded risk pursuant to a Reinsurance Agreement if such change in causes such published rating to be “B++” or lower; and (h) any other development that results in, or would reasonably be expected to result in, a RatingMaterial Adverse Effect. Each notice pursuant to delivered under this Section shall be accompanied by a statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth the details of the occurrence referred event or development requiring such notice and any action taken or proposed to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has be taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower will notify the Administrative Agent, for distribution Borrowers shall furnish to the LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel Lender prompt written notice of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, offollowing: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, (bi) the occurrence of any Default,; (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (eii) the filing or commencement of any action, suit or proceedingproceeding by or before any arbitrator, Governmental Authority or the assertion in writing of Applicable Insurance Regulatory Authority against or affecting a claim against the Borrower Loan Party or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which that, if adversely determined, could reasonably be expected to result in liability to Borrower a Material Adverse Effect or the filing any other legal or arbitral proceedings, and any material development in respect of such legal or other proceedings, affecting a Loan Party or any of its Subsidiaries, except proceedings that, if adversely determined, would not (either individually or in the aggregate) have a Material Subsidiary in excess of $50,000,000Adverse Effect; (fiii) the occurrence of any event of default by the Borrower ERISA Event that, alone or together with any of its Subsidiaries in the payment or performance of (i) any material obligations such Person is required to pay or perform under the terms of any indentureother ERISA Events that have occurred, 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have result in liabilities of a Material Adverse Effect; andLoan Party and its Subsidiaries in an aggregate amount exceeding $10,000,000; (giv) any announcement the occurrence of any change in the Best Rating of an Insurance Subsidiary; (v) on or prior to the effectiveness of any amendment to the terms of any Material Debt (other than Debt owed to an Applicable FHLB), or the effectiveness of any agreement governing any Debt in replacement or exchange thereof, a Rating. Each notice pursuant copy of such amendment or agreement (other than Debt owed to this Section shall be accompanied by a statement of a Responsible Officer an Applicable FHLB); provided that promptly upon the request of the Borrower setting forth details Lender from time to time, the Borrowers shall provide to the Lender copies of the occurrence referred agreements and other documents evidencing, securing or otherwise governing Debt owed by any Domestic Insurance Subsidiary to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.its Applicable FHLB;

Notice of Material Events. The Borrower will notify shall furnish to the Administrative Agent, for distribution to the LC Issuer Agent and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel Lender prompt written notice of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, offollowing: (a) the occurrence of any event Default; (b) the filing or circumstance that has hadcommencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority or Applicable Insurance Regulatory Authority against or affecting the Borrower or any Material Subsidiary that, if adversely determined, could reasonably be expected to have, result in a Material Adverse Effect, (b) Effect or the occurrence filing any other legal or arbitral proceedings, and any material development in respect of any Default, (c) the acceleration of the maturity of any Indebtedness owed by such legal or other proceedings, affecting the Borrower or any of its Subsidiaries Subsidiaries, except proceedings that, if adversely determined, would not (either individually or in the aggregate) have a Material Adverse Effect; (c) the occurrence of any default by the Borrower ERISA Event that, alone or together with any of its Subsidiaries under any Contractual Obligation other ERISA Events that have occurred, could reasonably be expected to result in liabilities of the Borrower and its Material Subsidiaries in an aggregate amount exceeding $5,000,000; (i) the occurrence of any change in the Borrower’s Senior Debt Rating by any of Best, Fitch and S&P and (ii) the establishment of a Senior Debt Rating of the Borrower by Xxxxx’x and, after such establishment, any change in the Borrower’s Senior Debt Rating by Xxxxx’x; (e) at least five Business Days prior to the effectiveness of any amendment to the terms of the Convertible 2004 Debt, or the effectiveness of any agreement governing any Debt in replacement or exchange thereof, a copy of such Subsidiary, if such acceleration amendment or default has had agreement; (f) any actual or proposed change in any Applicable Insurance Code that could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to promptly upon the Borrower’s or any Material Insurance Subsidiary’s properties becoming aware of such actual or proposed change; (g) any change in the published rating by Best of any Person to which could any Insurance Subsidiary has ceded risk pursuant to a Reinsurance Agreement if such change causes such published rating to be “B+” or lower; and (h) any other development that results in, or would reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the payment or performance of (i) any material obligations such Person is required to pay or perform under the terms of any indenturein, 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to delivered under this Section shall be accompanied by a statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth the details of the occurrence referred event or development requiring such notice and any action taken or proposed to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has be taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

Notice of Material Events. The Borrower Each Loan Party will notify the furnish to Administrative AgentAgent prompt written notice (but, for distribution to the LC Issuer and each Lenderin any event, promptly, and not later than within five (5) Business Days in the case of subsection (bDays) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, offollowing: (a) (i) any condition or event that constitutes a Default or an Event of Default; (ii) that any Person has given any notice to any Loan Party or taken any other action with respect to any event or condition set forth in Section 8.1(b); or (iii) the occurrence of any event or circumstance change that has had, caused or could reasonably be expected to haveresult in, either individually or in the aggregate, a Material Adverse Effect,, which notice shall be accompanied by a certificate of an Authorized Officer specifying the nature and period of existence of such condition, event or change, or specifying the notice given and action taken by any such Person and the nature of such claimed Event of Default, Default, default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto. (b) the occurrence filing or commencement of, or the receipt of a threat in writing of, any Default, action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority against or affecting any Loan Party not previously disclosed in writing (cincluding in the Schedules hereto) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default to Administrative Agent that has had caused or could reasonably be expected to have a Material Adverse Effect,result in, liability in excess of $3,000,000; (c) the filing or commencement of any action, suit, proceeding, or arbitration by or on behalf of any Loan Party claiming or asserting damages in favor of such Loan Party valued in excess of $3,000,000; (d) the occurrence of any Termination Event,ERISA Event (determined without regard to any materiality standard included in the definition of such term) that, individually, could reasonably be expected to result in liability of any Loan Party, its Subsidiaries or any of their respective ERISA Affiliates in an aggregate amount exceeding $3,000,000; (e) Reserved; (f) the filing receipt by any Loan Party of the institution of, any Adverse Proceeding not previously disclosed in writing by the Borrower to Lenders which, could reasonably be expected to result in liabilities to the Loan Parties in excess of $3,000,000; (g) any Loan Party’s entry into a Swap Agreement or the termination or material modification of any suit Swap Agreement by any party thereto; provided that this clause shall not permit any Loan Party to enter into or proceeding, terminate or the assertion in writing materially modify a Swap Agreement not otherwise permitted by this Agreement; (h) Reserved; and (i) receipt of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties Environmental Claim which could reasonably be expected to result in a liability to Borrower or such Material Subsidiary any Loan Party in excess of $50,000,000; 3,000,000. Borrower hereby acknowledges that (fa) Administrative Agent will make available to Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) in such manner as described Section 9.9 and (b) certain of the occurrence Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower or its Affiliates or the respective securities of any event of default the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrower or any its securities for purposes of its Subsidiaries in United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the payment or performance of (i) any material obligations such Person Platform that 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) designated “Public Side Information;” and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (gz) any announcement of any change in a Rating. Each notice pursuant to this Section Administrative Agent shall be accompanied by entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a statement of a Responsible Officer portion of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breachedPlatform not designated “Public Side Information.”

Notice of Material Events. The Borrower will notify shall furnish to the Administrative Agent, for distribution to the LC Issuer Agent and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel Lender prompt written notice of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, offollowing: (a) the occurrence of any event Default; (b) the filing or circumstance that has hadcommencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority or Applicable Insurance Regulatory Authority against or affecting the Borrower or any Material Subsidiary that, if adversely determined, could reasonably be expected to have, result in a Material Adverse Effect, (b) Effect or the occurrence filing of any Default, (c) the acceleration other legal or arbitral proceedings, and any material development in respect of the maturity of any Indebtedness owed by such legal or other proceedings, affecting the Borrower or any of its Subsidiaries Subsidiaries, except proceedings that, if adversely determined, would not (either individually or in the aggregate) have a Material Adverse Effect; (c) the occurrence of any default by the Borrower ERISA Event that, alone or together with any of its Subsidiaries under any Contractual Obligation other ERISA Events that have occurred, could reasonably be expected to result in liabilities of the Borrower and its Material Subsidiaries in an aggregate amount exceeding $5,000,000; (d) the occurrence of any downgrade in the Best FSR of any Insurance Subsidiary; (e) at least five Business Days prior to the effectiveness of any amendment to the terms of any Material Debt, or the effectiveness of any agreement governing any Debt in replacement or exchange thereof, a copy of such Subsidiary, if such acceleration amendment or default has had agreement; (f) any actual or proposed change in any Applicable Insurance Code that could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to promptly upon the Borrower’s or any Material Insurance Subsidiary’s properties having actual knowledge of such actual or proposed change; (g) any change in the published financial strength rating by Best of any Person to which could any Insurance Subsidiary has ceded risk pursuant to a Reinsurance Agreement if such change causes such published rating to be “B++” or lower, unless such Person has posted security under such Reinsurance Agreement in an amount equal to the total liabilities assumed by such Person (which posted security may be in the form of assets held by a trust established to Guarantee and secure the reinsurance obligations of such Person), through a letter of credit issued by an “authorized bank” (as such term is defined by the Applicable Insurance Regulatory Authority) or cash collateral deposit; and (h) any other development that results in, or would reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the payment or performance of (i) any material obligations such Person is required to pay or perform under the terms of any indenturein, 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, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to delivered under this Section shall be accompanied by a statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth the details of the occurrence referred event or development requiring such notice and any action taken or proposed to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has be taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.