Common use of Notices of Certain Events Clause in Contracts

Notices of Certain Events. Deliver to the Lender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $200,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Borrower; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Lender, immediately upon promptly, but in no event later than the fifth Business Day after having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower relevant Business Entity or its general partner and setting forth the relevant event or circumstance and the steps being taken by the Borrower relevant Business Entity with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default by it under any contractual obligation of the Borrower or any litigation, investigation, investigation or proceeding between the Borrower it and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower it as a defendant or in which any of its Property of the Borrower is subject to a claim and in which the amount involved is $200,000 100,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower it of any Environmental Complaint, which if adversely determined could reasonably be expected to have a Material Adverse Effect; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any of its Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a material violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower it or from, affecting, or related to any of its Property or Property of the Borrower or others adjacent to any of its Property of the Borrower which could reasonably be expected to have a Material Adverse Effect, except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental LawLaw in any material respect, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the any change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Propertyits senior management; (h) any material change in the senior management of the Borrowerits accounting or financial reporting practices; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Lender, immediately upon having Each Borrower will promptly (and in any event within ten (10) Business Days after) notify Bank in writing if any Responsible Officer of such Borrower obtains actual knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstancefollowing: (a1) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer specifying the nature of such Default or Event of Default, the period of existence thereof and the action that such Borrower has taken and proposes to take with respect thereto; (b2) the institution or threatened institution of any default or event of default under any contractual obligation of the Borrower or any litigationaction, investigationsuit, investigation or proceeding between the Borrower and against or affecting any Borrower, including any such investigation or proceeding by any Governmental Authority which(other than routine periodic inquiries, in either caseinvestigations or reviews), if not cured or which if adversely determined, as and after taking into account any applicable insurance coverage, would be reasonably likely, individually or in the case may beaggregate, could to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to this paragraph; (3) the receipt by any Borrower from any Governmental Authority of (i) any notice asserting any failure by any Borrower to be in compliance with applicable Laws or that threatens the taking of any action against any Borrower or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or (ii) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of any Borrower, where such action would be expected reasonably likely to have a Material Adverse Effect; (c4) the occurrence of any litigation ERISA Event, together with (i) a written statement of a Responsible Officer specifying the details of such ERISA Event and the action that such Borrower has taken and proposes to take with respect thereto, (ii) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC, and (iii) a copy of any notice delivered by the PBGC to such Borrower or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject such ERISA Affiliate with respect to a claim and in which the amount involved is $200,000 or more and which is not covered by insurance or in which injunctive or similar relief is soughtsuch ERISA Event; (d5) the receipt by the Borrower occurrence of any Environmental Complaint; (e) any actual, proposedmaterial default under, or any threatened testing termination or other investigation by any Governmental Authority or other Person concerning the environmental condition cancellation received in writing of, any Material Contract, where such material default, termination or relating to, any Property cancellation of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could would be reasonably be expected likely to have a Material Adverse Effect; (g6) the change in identity or address occurrence of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Borrower; and following: (i) the assertion of any claim of any violation of Environmental Laws against or affecting any Borrower or any of the Real Property; (ii) the receipt by any Borrower of notice from any Governmental Authority of any alleged violation of or noncompliance with any Environmental Laws; or (iii) the taking of any remedial action by any Borrower or any other event Person in response to the actual or condition which could alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any of the Real Property; but in each case under clauses (i), (ii) and (iii) above, only to the extent the same would be reasonably be expected likely to have a Material Adverse Effect; and (7) any other matter or event that has, or would be reasonably likely to have, a Material Adverse Effect, together with a written statement of a Responsible Officer setting forth the nature and period of existence thereof and the actions that such Borrower has taken and proposes to take with respect thereto.

Notices of Certain Events. Deliver As soon possible and in any event within five (5) Business Days of knowledge thereof, Seller shall furnish to Buyer notice of the Lenderfollowing events: (1) a change in the insurance coverage required of Seller, immediately Servicer or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached; (2) any material dispute, litigation, investigation, proceeding or suspension between Seller or Servicer, on the one hand, and any Governmental Authority or any Person; (3) any material change in accounting policies or financial reporting practices of Seller or Servicer; (4) with respect to any Purchased Mortgage Loan, that the underlying Mortgaged Property has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as to affect adversely the value of such Mortgaged Loan; (5) any material issues raised upon having knowledge examination of Seller or Seller’s facilities by any Governmental Authority; (6) any material change in the Indebtedness of the Seller, including, without limitation, any default, renewal, non-renewal, termination, increase in available amount or decrease in available amount related thereto; (7) any default related to any Repurchase Asset or any lien or security interest (other than security interests created hereby or by the other Program Agreements) on, or claim asserted against, any of the Purchased Mortgage Loans; (8) any other event, circumstance or condition that has resulted, or has a possibility of resulting, in a Material Adverse Effect with respect to Seller or Servicer; (9) the occurrence of any material employment dispute and a description of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer strategy for resolving it that has the possibility of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, resulting in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $200,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Borrower; and (i10) without limiting any of the other event reporting obligations of Seller hereunder, Seller shall promptly notify Buyer of any Governmental Event or condition which could reasonably be expected update thereto, and shall include the particulars of each update with sufficient detail as is satisfactory to have a Material Adverse EffectBuyer.

Notices of Certain Events. Deliver to the LenderAgent, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower Borrower, or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $200,000 100,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Borrower; and; (i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto; (j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver Promptly but in no event later than five (5) Business Days (if such occurrence continues to the Lender, immediately upon having knowledge exist as of such fifth Business Day) after a Responsible Officer of the General Partner learns of the receipt or occurrence of any of the following events or circumstancesfollowing, the Borrower will furnish to the Administrative Agent a written statement with respect theretocertificate of the Borrower, signed by a Responsible Officer of the Borrower and setting forth General Partner on behalf of the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: Borrower, specifying (a) any Default official notice of any violation, possible violation, non-compliance or Event possible non-compliance, or claim made by any Governmental Authority pertaining to all or any part of Default; (b) any default the properties or event of default under any contractual obligation assets of the Borrower or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority whichof its Subsidiaries, in either each case, if not cured or if adversely determined, as the case may be, could which would reasonably be expected to have a Material Adverse Effect; ; (b) any event which constitutes a Default or Event of Default, together with a detailed statement specifying the nature thereof and the steps being taken to cure such Default or Event of Default; (c) the receipt of any litigation notice from, or proceeding involving the Borrower as taking of any other action by, the holder of any Material Indebtedness of any Credit Party with respect to a defendant claimed default, together with a detailed statement specifying the notice given or in which any Property other action taken by such holder and the nature of the claimed default and what action the Borrower is subject taking or proposes to a claim and in which the amount involved is $200,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; take with respect thereto; (d) any event or condition not previously disclosed to the receipt by the Borrower of Administrative Agent which violates any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization and which could would reasonably be expected to have a Material Adverse Effect; ; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (he) any change in the senior management of the Borrower; and (i) any other event or condition which could has had a Material Adverse Effect; (f) any notice of the institution of, or any judgment rendered in, any action, suit or proceeding or any governmental investigation or any arbitration, before any Governmental Authority or arbitrator, against any Credit Party or any material property or asset of any thereof, in which the amount involved is material and is not covered by insurance (except for normal deductibles) and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; or (g) the occurrence of a “prohibited transaction,” as such term is defined in Section 406 of ERISA or Section 4975 of the Code, with respect to any Plan which would reasonably be expected to have a Material Adverse Effect, which such notice shall specify the nature thereof, the Borrower’s proposed response thereto (and, if applicable, the proposed response thereto of any Subsidiary and of any ERISA Affiliate) and, where known, any action taken or proposed by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto.

Notices of Certain Events. Deliver to During the Lender, immediately upon having knowledge period beginning on the date of this Agreement and ending on the earlier of the occurrence of any Closing and the date of the following events or circumstancestermination of this Agreement in accordance with Article IX, a written statement with respect thereto, signed by a Responsible Officer each of the Borrower and setting forth the relevant event or circumstance SPAC and the steps being taken by Company Parties shall reasonably promptly notify the Borrower with respect to such event or circumstanceother Party of: (a) any Default notice from any Person alleging or Event raising the possibility that the consent of Defaultsuch Person is or may be required in connection with the Transactions or the FST Restructuring or that the Transactions or the FST Restructuring might give rise to any material Action or other material rights by or on behalf of such Person or result in the loss of any material rights or privileges of the Company (or CayCo, post-Closing) to any such Person or create any Lien on any of the Company’s or SPAC’s assets; (b) any default notice or event of default under any contractual obligation of the Borrower or any litigation, investigation, or proceeding between the Borrower and other communication from any Governmental Authority which(including the Department of Investment Review, in either casethe Ministry of Economic Affairs of Taiwan) that is material to the transactions contemplated by this Agreement, if not cured the Company Restructuring Documents or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse EffectAncillary Agreements; (c) any litigation material Actions commenced or proceeding threatened against, relating to or involving or otherwise affecting either party or any of their shareholders and/or stockholders or their equity, assets or business or that relate to the Borrower as a defendant or in which any Property consummation of the Borrower is subject to a claim and in which transactions contemplated by this Agreement, the amount involved is $200,000 Company Restructuring Documents or more and which is not covered by insurance or in which injunctive or similar relief is soughtthe Ancillary Agreements; (d) any notice or other communication from any Company Shareholder relating to or involving the receipt by issuance, grant of or exercise of, any options, warrants or other rights to purchase or obtain any Securities (including any redemption rights); provided, that the Borrower Company shall not, except with the prior written consent of SPAC, respond to any such notice or communication, or take any action in connection with the issuance or grant of any Environmental Complaintoptions, warrants or other rights to purchase or obtain such Securities; (e) any actualfact, proposed, matter or threatened testing circumstance that would or other investigation by any Governmental Authority would be reasonably likely to give rise to or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of result in a violation of any Requirement of Law;Company Material Adverse Effect; and (f) any Release material inaccuracy of Hazardous Substances by any representation or warranty of such party contained in this Agreement at any time during the Borrower or from, affectingterm hereof, or related any failure of such party to comply with or satisfy any Property of the Borrower covenant, condition or adjacent agreement to any Property of the Borrower except in accordance be complied with applicable Requirements of Law or the terms of a valid permitsatisfied by it hereunder, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could that would reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of cause any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Borrower; and (i) any other event or condition which could reasonably conditions set forth in Article VIII not to be expected to have a Material Adverse Effectsatisfied.

Notices of Certain Events. Deliver The Borrower will provide notice of the following events to the LenderLender and to each Notice Holder as soon as reasonably practicable: (i) the filing with the SEC of the General Resale Registration Statement, immediately upon having knowledge any pre- or post-effective amendment thereto or any related prospectus, prospectus supplement or “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act); (ii) the effectiveness under the Securities Act, of the General Resale Registration Statement or any amendment thereto; (iii) the receipt, by the Borrower, of any request by the staff of the SEC or any other governmental authority for any amendment or supplement to the General Resale Registration Statement; (iv) the issuance, by the SEC or any other governmental authority, of any stop order suspending the effectiveness of the General Resale Registration Statement or the receipt, by the Borrower, of any notice that proceedings for such purpose have been initiated or threatened; (v) the receipt, by the Borrower, of any notice (x) of the suspension of the qualification or exemption from qualification of the offer and sale of the Registrable Securities in any jurisdiction; or (y) that proceedings for such purpose have been initiated or threatened; (vi) the withdrawal or lifting of any suspension referred to in clause (iv) or (v) above; and (vii) that the Borrower has determined that the use of the General Resale Registration Statement must be suspended (which notice may, at the Borrower’s discretion, state that it constitutes a Blackout Commencement Notice), including as a result of the occurrence of any event that causes any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected General Resale Registration Statement Documents to have a Material Adverse Effect; Disclosure Defect or to cease to comply with applicable law; provided, however, that (cx) any litigation or proceeding involving the Borrower as need not provide any such notice during a defendant or Blackout Period; and (y) in which any Property of no event will this Section 7(e) require the Borrower is subject to a claim to, and in which no event will the amount involved is $200,000 Borrower, provide any information that it in good faith determines would constitute material non-public information. In addition, during the pendency of any Demand Underwritten Offering pursuant to Section 4 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by any Piggyback Underwritten Offering pursuant to Section 5, but other than during a Blackout Period, the Borrower will provide notice of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent each Notice Holder whose Registrable Securities are to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except be sold in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting such offering pursuant to the Borrower proceeds from related Demand Underwriting Registration Statement or Piggyback Registration Statement, as applicable, which such Notice Holders will be afforded the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change same notice set forth in the senior management of the Borrower; and clauses (i) any other event or condition which could reasonably be expected through (vii), inclusive, of this Section 7(e) relating to have a Material Adverse Effectsuch Registration Statement.

Notices of Certain Events. Deliver to the Agent and each Lender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower Borrower, or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $200,000 500,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any material Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) upon request from the Agent, the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) within two days of any change in the senior management of the Borrower; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the LenderAgent, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of each of the Borrower Borrowers or of the General Partner of certain of the Borrowers, as the case may be, and setting forth the relevant event or circumstance and the steps being taken by the relevant Borrower or Borrowers Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of any of the Borrower Borrowers, or any litigation, investigation, investigation or proceeding between any of the Borrower Borrowers and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving any of the Borrower Borrowers as a defendant or in which any Property of any of the Borrower Borrowers is subject to a claim and in which the amount involved is $200,000 500,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by any of the Borrower Borrowers of any Environmental Complaint, which if adversely determined could reasonably be expected to have a Material Adverse Effect; (e) any actual, proposed, proposed or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower Borrowers following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by any of the Borrower Borrowers or from, affecting, affecting or related to any Property of any of the Borrower Borrowers or Property of others adjacent to any Property of any of the Borrower Borrowers which could reasonably be expected to have a Material Adverse Effect, except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, certificate or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, suspension or forfeiture of or failure to renew, any permit, license, registration, approval, approval or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of any of the BorrowerBorrowers or of the General Partner of certain of the Borrowers, as the case may be; and (ih) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Lender, immediately upon having knowledge Promptly after SAI learns of the receipt or occurrence of any of the following events or circumstancesfollowing, SAI will furnish to GS and, if applicable, to the Collateral Agent, a written statement with respect theretocertificate of SAI, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: an officer, specifying (a1) any Default official notice of any violation, possible violation, non-compliance or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower or any litigation, investigationpossible non-compliance, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $200,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation made by any Governmental Authority pertaining to all or other Person concerning the environmental condition of, or relating to, any Property part of the Borrower properties or adjacent to assets of SAI or any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization its Subsidiaries which could reasonably be expected to have a Material Adverse Effect; ; (g2) any event which constitutes a Default or Event of Default, together with a detailed statement specifying the nature thereof and the steps being taken to cure such Default or Event of Default; (3) the change in identity or address receipt of any Person remitting notice from, or the taking of any other action by, the holder of any indebtedness in excess of $10,000,000 of SAI or any of its Subsidiaries with respect to a claimed default, together with a detailed statement specifying the Borrower proceeds from notice given or other action taken by such holder and the sale nature of hydrocarbon production from the claimed default and what action SAI is taking or attributable proposes to any Mortgaged Property; take with respect thereto; (h4) any change in the senior management of the Borrowercircumstance, event or condition not previously disclosed to GS which could give rise to a liability or duty under any Environmental Law or which violates any Environmental Law and which could reasonably be expected to have a Material Adverse Effect; and (i5) any other event or condition which could reasonably be expected to have a Material Adverse Effect; (6) any notice of the institution of, or any material adverse development in, any action, suit or proceeding or any governmental investigation or any arbitration, before any court or arbitrator or any governmental or administrative body, agency or official, against SAI or any of its Subsidiaries or any material property or asset of any thereof, in which the amount involved is material and is not covered by insurance or which, if adversely determined, would have a Material Adverse Effect; or (8) the occurrence of an ERISA Event or a “prohibited transaction,” as such term is defined in Section 406 of ERISA or Section 4975 of the Code, with respect to any Benefit Plan has occurred, which such notice shall specify the nature thereof, SAI’s proposed response thereto (and, if applicable, the proposed response thereto of any Subsidiary of SAI and of any ERISA Affiliate) and, where known, any action taken or proposed by the Internal Revenue Service, the Department of Labor or the Pension Benefit Guaranty Corporation with respect thereto.

Notices of Certain Events. Deliver As soon as possible and in any event within five (5) Business Days of knowledge thereof, Seller shall furnish to Buyer notice of the following events: (1) a change in the insurance coverage required of Seller, Servicer or any other Person pursuant to any Program Agreement, or any Underlying Repurchase Counterparty with a copy of evidence of same attached; (2) any material dispute, litigation, investigation, proceeding or suspension between Seller, Servicer or any Underlying Repurchase Counterparty, on the one hand, and any Governmental Authority or any Person; (3) any material change in accounting policies or financial reporting practices of Seller or Servicer; (4) with respect to any Purchased Mortgage Loan, that the underlying Mortgaged Property has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as to affect adversely the value of such Mortgaged Loan; (5) any material issues raised upon examination of Seller, any Underlying Repurchase Counterparty or Seller’s or any Underlying Repurchase Counterparty’s facilities by any Governmental Authority; (6) any material change in the Indebtedness of the Seller, including, without limitation, any default, non-renewal, termination, increase in available amount or decrease in available amount related thereto; (7) any default related to any Repurchase Asset, including without limitation any default under any Underlying Repurchase Documents, or any lien or security interest (other than security interests created hereby or by the other Program Agreements) on, or claim asserted against, any of the Purchased Mortgage Loans; (8) any Underlying Repurchase Counterparty for any reason ceases to possess all applicable Agency approvals, or an event has occurred or Underlying Repurchase Counterparty has a reason to believe or suspect that an event will occur prior to the Lenderissuance of the Agency Security or the consummation of the Take-Out Commitment, immediately upon having knowledge that will require notification to an Agency or the Department of Housing and Urban Development, FHA or VA; (9) any other event, circumstance or condition that has resulted, or has a possibility of resulting, in a Material Adverse Effect with respect to Seller or any Servicer; (10) the occurrence of any material employment dispute and a description of the following events or circumstances, strategy for resolving it that has the possibility of resulting in a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower Material Adverse Effect with respect to such event Seller, Guarantor or circumstance: (a) any Default or Event of DefaultAffiliate; (b11) without limiting any default or event of default under any contractual obligation of the Borrower other reporting obligations of Seller hereunder, Seller shall promptly notify Buyer of any Governmental Event relating to Seller, Guarantor, any Affiliate or any litigationUnderlying Repurchase Counterparty or update thereto, investigation, or proceeding between and shall include the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, particulars of each update with sufficient detail as the case may be, could reasonably be expected is satisfactory to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $200,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the BorrowerBuyer; and (i12) any other event notice Seller receives from an Underlying Repurchase Counterparty in accordance with the terms of the Underlying Repurchase Documents relating to a material event, circumstance or condition which could reasonably be expected to have a Material Adverse Effectaffecting the Underlying Repurchase Counterparty or Servicer.

Notices of Certain Events. Deliver to Promptly after the Lender, immediately upon having knowledge Issuer learns of the receipt or occurrence of any of the following events or circumstancesfollowing, the Issuer will furnish to the Holders and, if applicable, to the Collateral Agent, a written statement with respect theretocertificate of the Issuer, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: Officer, specifying (a1) any Default official notice of any violation, possible violation, non-compliance or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower or any litigation, investigationpossible non-compliance, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $200,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation made by any Governmental Authority pertaining to all or other Person concerning the environmental condition of, or relating to, any Property part of the Borrower properties or adjacent to any Property assets of the Borrower following Issuer or any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization its Subsidiaries which could reasonably be expected to have a Material Adverse Effect; ; (g2) any event which constitutes a Default or Event of Default, together with a detailed statement specifying the nature thereof and the steps being taken to cure such Default or Event of Default; (3) the change in identity or address receipt of any Person remitting notice from, or the taking of any other action by, the holder of any Indebtedness in excess of $10,000,000 of the Issuer or any of its Subsidiaries with respect to a claimed default, together with a detailed statement specifying the notice given or other action taken by such holder and the nature of the claimed default and what action the Issuer is taking or proposes to take with respect thereto; (4) any draws under letters of credit issued pursuant to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; Reimbursement Agreement; (h5) any change in circumstance, event or condition not previously disclosed to the senior management of the BorrowerHolders which could give rise to a liability or duty under any Environmental Law or which violates any Environmental Law and which could reasonably be expected to have a Material Adverse Effect; and (i6) any other event or condition which could reasonably be expected to have a Material Adverse Effect; (7) any notice of the institution of, or any material adverse development in, any action, suit or proceeding or any governmental investigation or any arbitration, before any court or arbitrator or any governmental or administrative body, agency or official, against the Issuer or any of its Subsidiaries or any material property or asset of any thereof, in which the amount involved is material and is not covered by insurance or which, if adversely determined, would have a Material Adverse Effect; or (8) the occurrence of an ERISA Event or a “prohibited transaction,” as such term is defined in Section 406 of ERISA or Section 4975 of the Code, with respect to any Benefit Plan has occurred, which such notice shall specify the nature thereof, the Issuer’s proposed response thereto (and, if applicable, the proposed response thereto of any Subsidiary of the Issuer and of any ERISA Affiliate) and, where known, any action taken or proposed by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto.

Notices of Certain Events. Deliver to the LenderAs soon as possible and in any event within five (5) Business Days, immediately upon having knowledge in case of the occurrence events specified in clauses (2), (5), (7) – (9), and fifteen (15) Business Days in the case of any the other events specified below, of knowledge thereof, Seller shall furnish to Buyer notice of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstanceevents: (a1) a change in the insurance coverage required of a Seller, Property Manager or any Default or Event other Person pursuant to any Program Agreement, with a copy of Defaultevidence of same attached; (b2) any default or event of default under any contractual obligation of the Borrower or any material dispute, litigation, investigationinvestigation (excluding any ordinary course investigations), proceeding or proceeding suspension between a Seller or Seller Parties, on the Borrower one hand, and any Governmental Authority whichor any Person; (3) any material change in accounting policies or financial reporting practices of Seller; (4) that the underlying Mortgaged Property with respect to any Purchased Asset or Contributed Mortgage Loan, Contributed Rental Property or any Contributed REO Property has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as to affect materially and adversely the value of such Mortgage Loan, Rental Property or REO Property; (5) any material issues raised upon examination of any Seller Party’s facilities by any Governmental Authority; (6) any material change in either casethe Indebtedness of any Seller Party, if not cured including, without limitation, any default, renewal, non‑renewal, termination, increase in available amount or if adversely determineddecrease in available amount related thereto; (7) any material default related to any Repurchase Asset or any lien or security interest (other than security interests created hereby or by the other Program Agreements) on, as or claim asserted against, any of the case may bePurchased Asset, any Contributed Mortgage Loan, Contributed Rental Property or any Contributed REO Property; (8) any other event, circumstance or condition that has resulted, or could reasonably be expected to have result, in a Material Adverse Effect;Effect with respect to Seller; and (c9) the occurrence of any litigation or proceeding involving the Borrower as material employment dispute and a defendant or in which any Property description of the Borrower is subject to a claim and in which the amount involved is $200,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which strategy for resolving it that could reasonably be expected to have a Material Adverse Effect; (g) the change result in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Borrower; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Lender, immediately upon having Borrower will promptly (and in any event within ten (10) Business Days after) notify Bank in writing if any Responsible Officer of Borrower obtains actual knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstancefollowing: (a1) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer specifying the nature of such Default or Event of Default, the period of existence thereof and the action that Borrower has taken and proposes to take with respect thereto; (b2) the institution or threatened institution of any default or event of default under any contractual obligation of the Borrower or any litigationaction, investigationsuit, investigation or proceeding between the against or affecting Borrower and Party, including any such investigation or proceeding by any Governmental Authority which(other than routine periodic inquiries, in either caseinvestigations or reviews), if not cured or which if adversely determined, as and after taking into account any applicable insurance coverage, would be reasonably likely, individually or in the case may beaggregate, could to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to this paragraph; (3) the receipt by Borrower Party from any Governmental Authority of (i) any notice asserting any failure by Borrower Party to be in compliance with applicable Laws or that threatens the taking of any action against Borrower Party or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or (ii) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of Borrower Party, where such action would be expected reasonably likely to have a Material Adverse Effect; (c4) the occurrence of any litigation ERISA Event, together with (i) a written statement of a Responsible Officer specifying the details of such ERISA Event and the action that Borrower Party has taken and proposes to take with respect thereto, (ii) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC, and (iii) a copy of any notice delivered by the PBGC to Borrower Party or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject such ERISA Affiliate with respect to a claim and in which the amount involved is $200,000 or more and which is not covered by insurance or in which injunctive or similar relief is soughtsuch ERISA Event; (d5) the receipt by the Borrower occurrence of any Environmental Complaint; (e) any actual, proposedmaterial default under, or any proposed or overtly threatened testing termination or other investigation by any Governmental Authority or other Person concerning the environmental condition cancellation of, any Material Contract, where such material default, termination or relating to, any Property cancellation of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could would be reasonably be expected likely to have a Material Adverse Effect; (g6) the change in identity or address occurrence of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Borrower; and following: (i) the assertion of any claim of any violation of Environmental Laws against or affecting Borrower Party or any of the Real Property; (ii) the receipt by Borrower Party of notice of any alleged violation of or noncompliance with any Environmental Laws; or (iii) the taking of any remedial action by Borrower Party or any other event Person in response to the actual or condition which could alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any of the Real Property; but in each case under clauses (i), (ii) and (iii) above, only to the extent the same would be reasonably be expected likely to have a Material Adverse Effect; and (7) any other matter or event that has, or would be reasonably likely to have, a Material Adverse Effect, together with a written statement of a Responsible Officer setting forth the nature and period of existence thereof and the actions that Borrower Party has taken and proposes to take with respect thereto.

Notices of Certain Events. Deliver Each of the Guarantor and the Borrower shall deliver to the Lender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower relevant entity and setting forth the relevant event or circumstance and the steps being taken by the Borrower relevant entity with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower Guarantor or the Borrower, or any litigation, investigation, or proceeding between the Guarantor or the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Guarantor or the Borrower as a defendant or in which any Property of the Guarantor or the Borrower is subject to a claim and in which the amount involved is $200,000 50,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Guarantor or the Borrower of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person of which the Guarantor or the Borrower has actual knowledge concerning the environmental condition of, or relating to, any Property of the Guarantor or the Borrower or any Property of another Person adjacent to any Property of the Guarantor or the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by of which the Guarantor or the Borrower or has actual knowledge from, affecting, or related to any Property of the Guarantor or the Borrower or any Property of another Person adjacent to any Property of the Guarantor or the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Guarantor or the Borrower; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the LenderAgent, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower Borrower, or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $200,000 500,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Borrower; (i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto; (j) any pledge of Oil and Gas Property by the partnerships listed on Exhibit A to the document listed in Section 3.1(g)(vi); and (ik) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Lender, immediately upon having knowledge Each Borrower will promptly (and in any event within ten (10) Business Days after) notify Bank in writing if any Responsible Officer of the occurrence such Borrower obtains actual Knowledge of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstancefollowing: (a1) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer specifying the nature of such Default or Event of Default, the period of existence thereof and the action that such Borrower has taken and proposes to take with respect thereto; (b2) the institution or threatened institution of any default or event of default under any contractual obligation of the Borrower or any litigationaction, investigationsuit, investigation or proceeding between the Borrower and against or affecting any Borrower, including any such investigation or proceeding by any Governmental Authority which(other than routine periodic inquiries, in either caseinvestigations or reviews), if not cured or which if adversely determined, as and after taking into account any applicable insurance coverage, would be reasonably likely, individually or in the case may beaggregate, could to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to this paragraph; (3) the receipt by any Borrower from any Governmental Authority of (i) any notice asserting any failure by any Borrower to be in compliance with applicable Laws or that threatens the taking of any action against any Borrower or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or (ii) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of any Borrower, where such action would be expected reasonably likely to have a Material Adverse Effect; (c4) the occurrence of any litigation ERISA Event, together with (i) a written statement of a Responsible Officer specifying the details of such ERISA Event and the action that such Borrower has taken and proposes to take with respect thereto, (ii) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC, and (iii) a copy of any notice delivered by the PBGC to such Borrower or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject such ERISA Affiliate with respect to a claim and in which the amount involved is $200,000 or more and which is not covered by insurance or in which injunctive or similar relief is soughtsuch ERISA Event; (d5) the receipt by the Borrower occurrence of any Environmental Complaint; (e) any actual, proposedmaterial default under, or any threatened testing termination or other investigation by any Governmental Authority or other Person concerning the environmental condition cancellation received in writing of, any Material Contract, where such material default, termination or relating to, any Property cancellation of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could would be reasonably be expected likely to have a Material Adverse Effect; (g6) the change in identity or address occurrence of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Borrower; and following: (i) the assertion of any claim of any violation of Environmental Laws against or affecting any Borrower or any of the Real Property; (ii) the receipt by any Borrower of notice from any Governmental Authority of any alleged violation of or noncompliance with any Environmental Laws; or (iii) the taking of any remedial action by any Borrower or any other event Person in response to the actual or condition which could alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any of the Real Property; but in each case under clauses (i), (ii) and (iii) above, only to the extent the same would be reasonably be expected likely to have a Material Adverse Effect; and (7) any other matter or event that has, or would be reasonably likely to have, a Material Adverse Effect, together with a written statement of a Responsible Officer setting forth the nature and period of existence thereof and the actions that such Borrower has taken and proposes to take with respect thereto.

Notices of Certain Events. Deliver to the LenderAgent, immediately upon a ------------------------- Responsible Officer's having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any material contractual obligation of the Borrower Borrower, or any litigationmaterial new Litigation, investigation, or proceeding between affecting the Borrower and before any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse EffectTribunal; (c) any litigation or proceeding new Litigation involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and (i) in which the amount involved is $200,000 250,000.00 or more and which is not covered by insurance or insurance, and (ii) in which injunctive or similar relief is soughtsought which affects a Property having a fair market value (net to the Borrower's interest therein) of more than $250,000.00 or could reasonably be expected to result in an expenditure by the Borrower of more than $250,000; (d) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto, which could reasonably be expected to have a Material Adverse Effect; (e) the receipt by the Borrower of any Environmental ComplaintComplaint or any formal request from any Governmental Authority or other Person for information (other than requirements for compliance reports) regarding any Release of Hazardous Substances by the Borrower from, affecting or related to any Property of the Borrower or adjacent to any Property of the Borrower which Environmental Complaint or request could reasonably be expected to have a Material Adverse Effect; (ef) any actual, proposed, proposed or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of LawEnvironmental Law which testing or investigation could reasonably be expected to have a Material Adverse Effect; (fg) any Release of Hazardous Substances by the Borrower or from, affecting, affecting or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Environmental Law or the terms of a valid permit, license, certificate, certificate or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, suspension or forfeiture of or failure to renew, any permit, license, registration, approvalapproval or authorization, which Release, violation, revocation, suspension, forfeiture or authorization which failure could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Borrower; and (ih) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the LenderAgent, immediately promptly upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the each Borrower and setting forth the relevant event or circumstance and the steps being taken by the such Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower any Borrower, or any litigation, investigation, or proceeding between the any Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the any Borrower as a defendant or in which any Property of the any Borrower is subject to a claim and in which the amount involved of the claim against any Borrower is $200,000 1,000,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the any Borrower of any Environmental ComplaintComplaint which individually, or in the aggregate with any other Environmental Complaints then outstanding relating to any matter, relates to a matter which could reasonably be expected to have a Material Adverse Effect; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of any Borrower, or the Borrower or adjacent to any Property of facilities located and the Borrower operations conducted thereon, following any allegation of a violation of any Requirement of LawLaw regarding any condition in each case which could reasonably be expected to have a Material Adverse Effect; (f) any of the following which could reasonably be expected to have a Material Adverse Effect: any Release of Hazardous Substances by the any Borrower or from, affecting, or related to any Property of any Borrower, or the Borrower or adjacent to any Property of facilities located and the Borrower operations conducted thereon, except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Borrower; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect.,

Notices of Certain Events. Deliver to the LenderBank, immediately upon a ------------------------- Responsible Officer's having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any material contractual obligation of the Borrower Borrower, or any litigationmaterial new Litigation, investigation, or proceeding between affecting the Borrower and before any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse EffectTribunal; (c) any litigation or proceeding new Litigation involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and (i) in which the amount involved is $200,000 250,000.00 or more and which is not covered by insurance or insurance, and (ii) in which injunctive or similar relief is soughtsought which affects a Property having a fair market value (net to the Borrower's interest therein) of more than $250,000.00 or could reasonably be expected to result in an expenditure by the Borrower of more than $250,000; (d) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto, which could reasonably be expected to have a Material Adverse Effect; (e) the receipt by the Borrower of any Environmental ComplaintComplaint or any formal request from any Governmental Authority or other Person for information (other than requirements for compliance reports) regarding any Release of Hazardous Substances by the Borrower from, affecting or related to any Property of the Borrower or adjacent to any Property of the Borrower which Environmental Complaint or request could reasonably be expected to have a Material Adverse Effect; (ef) any actual, proposed, proposed or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of LawEnvironmental Law which testing or investigation could reasonably be expected to have a Material Adverse Effect; (fg) any Release of Hazardous Substances by the Borrower or from, affecting, affecting or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Environmental Law or the terms of a valid permit, license, certificate, certificate or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, suspension or forfeiture of or failure to renew, any permit, license, registration, approvalapproval or authorization, which Release, violation, revocation, suspension, forfeiture or authorization which failure could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Borrower; and (ih) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver Each Related Person will deliver to the LenderAgent, immediately upon having knowledge of thereof, a written statement with respect to the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible the Chief Financial Officer of the Borrower relevant Related Person and setting forth the relevant event or circumstance circumstances and the steps being taken by the Borrower relevant Related Person with respect to such event or circumstance: (a) 5.6.1 any Default or Event of Default; (b) 5.6.2 any default or event of default under any contractual obligation of the Borrower Related Persons or any Subsidiary of Related Persons, or any litigation, investigation, investigation or proceeding between the Borrower any Related Person or any Subsidiary of any Related Person and any Governmental Authority whichthat, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to would have a Material Adverse Effect; (c) 5.6.3 any litigation or proceeding involving the Borrower any Related Person or any Subsidiary of any Related Person as a defendant or in which any Property of the Borrower any Related Person or any Subsidiary of any Related Person is subject to a claim and in which the amount involved is $200,000 1,000,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; 5.6.4 any sale, transfer or other disposition of assets owned by any Related Person or any Subsidiary of any Related Person whether now owned or hereafter acquired (d) including, without limitation, any discount or sale of Credit Accounts), the greater of the book value or the sale price of which exceeds $5,000,000; 5.6.5 any Reportable Event or imminently expected Reportable Event with respect to any Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan, or the institution of proceedings or the taking of any other action by PBGC, any Related Person or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; 5.6.6 the receipt by the Borrower any Related Person or any Subsidiary of any Related Person of any Environmental Complaint;Complaint or any formal request from any Governmental Authority or other entity for information (other than requirements for periodic reports required by any Governmental (e) 5.6.7 any actual, proposed, proposed or threatened testing or other investigation by any Governmental Authority or other Person entity concerning the environmental condition of, or relating to, any Property of the Borrower any Consolidated Group Member or adjacent to any Property Subsidiary of the Borrower any Consolidated Group Member following any allegation of a violation of any Requirement of Law, but only to the extent that such matter if not cured or if adversely determined, as the case may be, would have a Material Adverse Effect; (f) 5.6.8 any Release of Hazardous Substances by the Borrower any Consolidated Group Member or any Subsidiary of any Consolidated Group Member or from, affecting, affecting or related to any Property of the Borrower or adjacent to any Property Consolidated Group Member of the Borrower any Subsidiary of any Consolidated Group Member, except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, certificate or approval of the relevant Governmental AuthorityAuthority or of a substance not subject to regulation under Environmental Laws, or the violation of any Environmental Law, Law or the revocation, suspension, suspension or forfeiture of or failure to renew, any permit, license, registration, approval, approval or authorization which that could reasonably be expected to have result in a Material Adverse Effect; (g) the change in identity or address of 5.6.9 any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change material decline in the senior management value of the BorrowerCollateral; and (i) 5.6.10 any other event or condition which could reasonably be expected to have cause a Material Adverse Effect.

Notices of Certain Events. Deliver to (a) During the LenderPre-Closing Period, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance Seller and the steps being taken by Companies shall promptly notify the Borrower with respect to such event or circumstancePurchaser of: (ai) any Default notice or Event other communication of Defaultwhich the Seller and/or the Companies have knowledge from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (bii) any default notice or event other communication of default under any contractual obligation of which the Borrower or any litigation, investigation, or proceeding between Seller and/or the Borrower and Companies have knowledge from any Governmental Authority which(i) delivered in connection with the transactions contemplated by this Agreement, or (ii) indicating that a Permit is revoked or about to be revoked or that a Permit is required in either caseany jurisdiction in which such Permit has not been obtained; (iii) any actions, suits, claims, investigations, proceedings, audits, arbitrations or mediations commenced or, to the Company’s Knowledge, threatened against, relating to or involving or otherwise affecting any Target Company, that, if not cured pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.10 or if adversely determinedthat relate to the consummation of the transactions contemplated by this Agreement; (iv) (A) any notice or other communication of which the Seller and/or the Companies have knowledge from any Person (1) related to any Company’s election under Section 1362(a) of the Code to be treated as an “S corporation” within the meaning of Section 1361 of the Code (and applicable provisions of state and local Law) (“S Corporation Election”) or any Company’s “S Corporation” status or (2) related to any election to be treated as a “qualified subchapter S subsidiary” within the meaning of Section 1361(b)(3)(B) of the Code (and applicable provisions of state and local Law) (“Q-Sub Election”) filed by any Subsidiary of the Company set forth in Section 4.21(t) of the Company Disclosure Letter or any such Subsidiary’s status as a “qualified subchapter S subsidiary” or (B) any revocation or termination of any Company’s S Corporation Election or any applicable Subsidiary’s Q-Sub Election or any other event, as the case may becondition, fact or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving an adverse effect on the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $200,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation effectiveness of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower Company’s S Corporation Election or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with an applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Borrower; and (i) any other event or condition which could reasonably be expected to have a Material Adverse EffectSubsidiary’s Q-Sub Election.

Notices of Certain Events. Deliver to the Lender, immediately upon a Responsible Officer's having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower Borrowers with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default Default or event Event of default Default under any material contractual obligation of the Borrower Borrower, or any litigationmaterial Litigation, investigation, or proceeding between affecting the Borrower and Borrowers before any Governmental Authority or Tribunal; (c) any Litigation involving either Borrower as a defendant or in which any Property of either Borrower is subject to a claim (i) in which the amount involved is $250,000 or more and which is not covered by insurance, (ii) in which, together with any other outstanding litigation or proceeding (whether or not previously disclosed hereunder), the aggregate amount involved in all such litigation is $250,000 or more and which is not covered by insurance, or (iii) in which injunctive or similar relief is sought which affects a Property having a fair market value (net to the Borrower's interest therein) of more than $250,000 or could reasonably be expected to result in an expenditure by Borrowers of more than $250,000; (d) any existing or asserted Lien on any of the Properties of Borrowers, personal or real, tangible or intangible, including without limitation the Mortgaged Properties, excluding Permitted Liens; (e) the receipt by either caseBorrower of any Environmental Complaint or any formal request from any Governmental Authority or other Person for information (other than requirements for compliance reports) regarding any Release of Hazardous Substances by Borrower from, if not cured affecting or if adversely determined, as related to any Property of Borrower or adjacent to any Property of the case may be, Borrower which Environmental Complaint or request could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $200,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental Complaint; (ef) any actual, proposed, proposed or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the either Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of LawEnvironmental Law which testing or investigation could reasonably be expected to have a Material Adverse Effect; (fg) any Release of Hazardous Substances by the either Borrower or from, affecting, affecting or related to any Property of the either Borrower or adjacent to any Property of the either Borrower except in accordance with applicable Requirements of Environmental Law or the terms of a valid permit, license, certificate, certificate or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, suspension or forfeiture of or failure to renew, any permit, license, registration, approvalapproval or authorization, which Release, violation, revocation, suspension, forfeiture or authorization which failure could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;; and (h) any change in the senior management of the either Borrower's accounting practices and procedures, including a change in either Borrower's fiscal year; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the LenderNoteholder Agent, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower or Xxxxxxxx-Delaware and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower or Xxxxxxxx-Delaware, or any litigation, investigation, or proceeding between the Borrower or Xxxxxxxx-Delaware and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower or Xxxxxxxx-Delaware as a defendant or in which any Property of the Borrower or Xxxxxxxx-Delaware is subject to a claim and in which the amount involved is $200,000 500,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower or Xxxxxxxx-Delaware of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or Xxxxxxxx-Delaware, or adjacent to any Property of the Borrower or Xxxxxxxx-Delaware following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or Xxxxxxxx-Delaware from, affecting, or related to any Property of the Borrower or Xxxxxxxx-Delaware, or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental AuthorityXxxxxxxx-Delaware, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto; (h) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (hi) any change in the senior management of the Borrower or Xxxxxxxx-Delaware; (j) the Borrower's or Xxxxxxxx-Delaware's acquisition or ownership of any estate (fee simple or leasehold) of real or personal Property, wherever located, which is not included in the Collateral; and (ik) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Lender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Parent Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower Borrowers with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower any Borrower, or any litigation, investigation, or proceeding between the any Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the any Borrower or any of its Subsidiaries as a defendant or in which any Property of the any Borrower or any of its Subsidiaries is subject to a claim and in which the amount involved is $200,000 50,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the any Borrower of any written Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the any Borrower or adjacent to any Property of the any Borrower following any allegation of a violation of any Requirement of Lawan Environmental Complaint; (f) any Release of Hazardous Substances by the any Borrower or from, affecting, or related to any Property of the any Borrower or adjacent to any Property of the any Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the any Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged PropertyBorrowing Base Oil and Gas Properties; (h) any change in the senior management of the any Borrower; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Lender, immediately Agent promptly upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower or the Borrower's Subsidiary with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower or any Subsidiary of the Borrower or any litigation, investigation, or proceeding between the Borrower or any Subsidiary of the Borrower and any Governmental Authority which, in either case, (and if not cured in the case of any such default or if adversely determinedevent of default, as the case may be, ) could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower or any Subsidiary of the Borrower as a defendant or in which any Property of the Borrower or any Subsidiary of the Borrower is subject to a claim and in which the amount involved of the claim against the Borrower or any Subsidiary of the Borrower is $200,000 1,000,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental Complaint[Intentionally blank]; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law[Intentionally blank]; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect[Intentionally blank]; (g) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the change in identity termination, Reorganization or address Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any Person remitting other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the Borrower proceeds from withdrawal from, or the sale of hydrocarbon production from termination, Reorganization or attributable to Insolvency of, any Mortgaged Property; (h) Single Employer Plan or Multiemployer Plan; or any change Prohibited Transaction in connection with any Plan or any trust created thereunder and the senior management of action being taken by the BorrowerInternal Revenue Service with respect thereto; and (ih) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the LenderAgent, immediately upon promptly, but in no event later than the fifth Business Day after having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower relevant Business Entity or its general partner and setting forth the relevant event or circumstance and the steps being taken by the Borrower relevant Business Entity with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default by it under any contractual obligation of the Borrower or any litigation, investigation, or proceeding between the Borrower it and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower it as a defendant or in which any of its Property of the Borrower is subject to a claim and in which the amount involved is $200,000 500,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower it of any Environmental Complaint, which if adversely determined could reasonably be expected to have a Material Adverse Effect; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any of its Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower it or from, affecting, or related to any of its Property or Property of the Borrower or others adjacent to any of its Property of the Borrower which could reasonably be expected to have a Material Adverse Effect, except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the its senior management of the Borrowermanagement; and (ih) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Lender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower Borrower, or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is -24- 25 $200,000 500,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Borrower; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Lender, immediately upon the Responsible Officer's having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a the Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default Default or event Event of default Default under any material contractual obligation of the Borrower or any litigationmaterial Litigation, investigation, or proceeding between the affecting Borrower and before any Governmental Authority or Tribunal; (c) any Litigation involving Borrower as defendant or in which any Property of Borrower is subject to a claim (i) in which the amount involved is $10,000 or more and which is not covered by insurance, (ii) in which, together with any other outstanding litigation or proceeding (whether or not previously disclosed hereunder), the aggregate amount involved in either caseall such litigation is $10,000 or more and which is not covered by insurance, if not cured or if adversely determined(iii) in which injunctive or similar relief is sought which affects a Property having a fair market value (net to the Borrower's interest therein) of more than $10,000 or could reasonably be expected to result in an expenditure by Borrower of more than $10,000; (d) any existing or asserted Lien on any of the Properties of Borrower, as personal or real, tangible or intangible, including without limitation the case may beMortgaged Properties, excluding Permitted Liens; (e) the receipt by Borrower of any Environmental Complaint or any formal request from any Governmental Authority or other Person for information (other than requirements for compliance reports) regarding any Release of Hazardous Substances by Borrower from, affecting or related to any Property of Borrower or adjacent to any Property of the Borrower which Environmental Complaint or request could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $200,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental Complaint; (ef) any actual, proposed, proposed or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of LawEnvironmental Law which testing or investigation could reasonably be expected to have a Material Adverse Effect; (fg) any Release of Hazardous Substances by the Borrower or from, affecting, affecting or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Environmental Law or the terms of a valid permit, license, certificate, certificate or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, suspension or forfeiture of or failure to renew, any permit, license, registration, approvalapproval or authorization, which Release, violation, revocation, suspension, forfeiture or authorization which failure could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;; and (h) any change in the senior management of the Borrower's accounting practices and procedures, including a change in its fiscal year; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the LenderBank, immediately upon the Operating Member or the Manager having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower Operating Member and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Any Default or Event of Default; (b) any Any default or event of default under any material contractual obligation of the Borrower Borrower, or any litigation, investigation, or proceeding between material Litigation affecting the Borrower and before any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse EffectTribunal; (c) any litigation or proceeding Any Litigation involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and (i) in which the amount involved is $200,000 100,000 or more and which is not covered by insurance insurance, (ii) in which, together with any other outstanding litigation or proceeding (whether or not previously disclosed hereunder), the aggregate amount involved in all such litigation is $100,000 or more and which is not covered by insurance, or (iii) in which injunctive or similar relief is soughtsought which affects a Property having a fair market value (net to the Borrower’s interest therein) of more than $100,000 or could reasonably be expected to result in an expenditure by the Borrower of more than $100,000.00; (d) Any existing or asserted Lien on any of the properties of the Borrower, personal or real, tangible or intangible, including, without limitation, the Collateral, excluding Permitted Liens; (e) The receipt by the Borrower of any Environmental ComplaintComplaint or any formal request from any Governmental Authority or other Person for information (other than requirements for compliance reports) regarding any Release of Hazardous Substances by the Borrower from, affecting or related to any Property of the Borrower or adjacent to any Property of the Borrower which Environmental Complaint or request could reasonably be expected to have a Material Adverse Effect; (ef) any Any actual, proposed, proposed or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of LawEnvironmental Law which testing or investigation could reasonably be expected to have a Material Adverse Effect; (fg) any Any Release of Hazardous Substances by the Borrower or from, affecting, affecting or related to any Property of the Borrower or adjacent to any Property of the Borrower or Mortgagors except in accordance with applicable Requirements of Environmental Law or the terms of a valid permit, license, certificate, certificate or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, suspension or forfeiture of or failure to renew, any permit, license, registration, approvalapproval or authorization, which Release, violation, revocation, suspension, forfeiture or authorization which failure could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;; and (h) any Any change in the senior management of Borrower’s accounting practices and procedures, including a change in the Borrower’s fiscal year; (i) Any notice of claim of a material gas imbalance; and (ij) any Any other event or condition which that could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Agent and each Lender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower or the Guarantor with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower or the Guarantor, or any litigation, investigation, or proceeding between the Borrower or the Guarantor and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower or the Guarantor as a defendant or in which any Property of the Borrower or the Guarantor is subject to a claim and in which the amount involved is $200,000 500,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental ComplaintComplaint having a potential Material Adverse Effect; (e) any actual, proposed, or threatened testing or other investigation set forth in writing by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior executive management of the BorrowerGuarantor; and (i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower, the Guarantor or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto; and (j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Lender, immediately Agent promptly upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken or caused to be taken by the Borrower or with respect to such event or circumstance: (a) any Default or Event of Default; (b) any (i) default or event of default under any contractual obligation of the Borrower or any litigation, investigation, or proceeding between Subsidiary of the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, that could reasonably be expected to have a Material Adverse EffectEffect or (ii) litigation, investigation, or proceeding brought by any Governmental Authority against the Borrower or any Subsidiary of the Borrower other than routine and immaterial inquiries by any Governmental Authority; (c) any other litigation or proceeding involving the Borrower or any Subsidiary of the Borrower as a defendant or in which any Property of the Borrower or any Subsidiary of the Borrower is subject to a claim and (i) in which the amount involved of the claim against the Borrower or any Subsidiary of the Borrower is $200,000 5.0 million or more and which is not covered by insurance or (net of any deductible), (ii) in which injunctive or similar relief is sought; sought or (diii) the receipt by the Borrower of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could otherwise reasonably be expected to have result in a Material Adverse Effect; (gd) the change in identity any notice received or address of delivered adversely affecting any Person remitting Oil and Gas Properties subject to the Borrower proceeds from Production Payment 2001 Liens or the sale of hydrocarbon production from or attributable to any Mortgaged PropertyStar Production Payments; (he) upon termination of one or both of the Star Production Payments or any change agreement executed pursuant to the Production Payment 2001 Facility, a certificate by a Responsible Officer reasonably satisfactory to the Agent to that effect; (f) immediately upon the Borrower having or acquiring knowledge of the institution of any steps by the Borrower or any other Person to terminate any Pension Plan, or the failure to make a required contribution to any Pension Plan, if such failure is sufficient to give rise to a Lien under section 302(f) of ERISA, or the taking of any action with respect to a Pension Plan which could reasonably be expected to result in the senior management requirement that the Borrower furnish a bond in a material amount or other material security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could reasonably be expected to result in the incurrence by the Borrower of any material liability, fine or penalty, or any material increase in the contingent liability of the BorrowerBorrower with respect to any post-retirement Welfare Plan benefit, notice thereof and copies of all documentation relating thereto; (g) immediately following the repayment in full of all amounts outstanding under the Senior Subordinated Indenture with the Net Cash Proceeds of a Permitted Public Debt Refinancing, a certificate executed by a Responsible Officer in form and substance reasonably satisfactory to the Agent to that effect; and (ih) any other event or condition which has had or could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the LenderAgent, immediately upon promptly, but in no event later than the fifth Business Day after having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower relevant Business Entity or its general partner and setting forth the relevant event or circumstance and the steps being taken by the Borrower relevant Business Entity with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default by it under any contractual obligation of the Borrower or any litigation, investigation, or proceeding between the Borrower it and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower it as a defendant or in which any of its Property of the Borrower is subject to a claim and in which the amount involved is $200,000 1,000,000 or more and which is not covered by insurance or in which injunctive or similar relief is soughtsought which injunctive or similar relief, if granted, could reasonably be expected to have a Material Adverse Effect; (d) the receipt by the Borrower it of any Environmental Complaint, which if adversely determined could reasonably be expected to have a Material Adverse Effect; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any of its Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of LawLaw which if adversely determined could reasonably be expected to have a Material Adverse Effect; (f) any Release of Hazardous Substances by the Borrower it or from, affecting, or related to any of its Property or Property of the Borrower or others adjacent to any of its Property of the Borrower which could reasonably be expected to have a Material Adverse Effect, except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting except as to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) Parent, any change in the senior management of the Borrowerits ownership; and (ih) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Lender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower Borrower, or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $200,000 500,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Borrower; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Lender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower or the Guarantor with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower or the Guarantor, or any litigation, investigation, or proceeding between the Borrower or the Guarantor and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower or the Guarantor as a defendant or in which any Property of the Borrower or the Guarantor is subject to a claim and in which the amount involved is $200,000 100,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Borrower; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Lender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower or the Guarantor with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower or the Guarantor, or any litigation, investigation, or proceeding between the Borrower or the Guarantor and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower or the Guarantor as a defendant or in which any Property of the Borrower or the Guarantor is subject to a claim and in which the amount involved is $200,000 100,000.00 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any written Environmental ComplaintComplaint having a Material Adverse Effect; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Lawan Environmental Complaint; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization in each such case which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Borrower; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Agent and each Lender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and/or the Co-Borrowers and setting forth the relevant event or circumstance and the steps being taken by the Borrower and/or the Co-Borrowers with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower and/or the Co-Borrowers, or any litigation, investigation, or proceeding between the Borrower and/or the Co-Borrowers and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower and/or the Co- Borrowers as a defendant or in which any Property of the Borrower is and/or the Co- Borrowers are subject to a claim and in which the amount involved is $200,000 100,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower and/or the Co-Borrowers of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower and/or the Co-Borrowers or adjacent to any Property of the Borrower and/or the Co-Borrowers following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower and/or the Co- Borrowers or from, affecting, or related to any Property of the Borrower and/or the Co-Borrowers or adjacent to any Property of the Borrower and/or the Co- Borrowers except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower and/or the Co-Borrowers proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Borrower; ; (i) any change in the terms of the National Bank of Canada facility with 779776 Alberta, Ltd. and/or Neutrino Resources, Inc., and (ij) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Lender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower or any litigation, investigation, or proceeding between the Borrower The Company and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $200,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition each Principal Stockholder shall promptly notify Parent of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Borrower; and: (i) any notice or other event communication from any Person alleging that the consent of such Person is or condition which could reasonably may be expected required in connection with the Transactions; (ii) any notice or other material communication from any governmental or regulatory agency or authority in connection with the Transactions; (iii) any actions, suits, claims, investigations or proceedings commenced or, to the knowledge of the Company or such Principal Stockholder, threatened against, relating to or involving or otherwise affecting any Principal Stockholder, the Company or any Subsidiary which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.10 or which relate to the consummation of the Transactions; and (iv) solely with respect to the Company and not with respect to any Principal Stockholder, any time at which the EBITDA Target equals or exceeds the EBITDA by $100,000 or more for any EBITDA Monthly Measurement Period. (b) Parent shall promptly notify the Company and the Stockholders’ Representative of: (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Transactions; (ii) any notice or other material communication from any governmental or regulatory agency or authority in connection with the Transactions; (iii) any actions, suits, claims, investigations or proceedings commenced or, to the knowledge of Parent, threatened against, relating to or involving or otherwise affecting Parent or any of the Parent Subsidiaries which, if pending during the quarterly period covered by the most recent Quarterly Report on Form 10-Q that is a Material Adverse EffectParent Current SEC Report, would have been required to have been disclosed pursuant to the Parent Current SEC Reports or which relate to the consummation of the Transactions; and (iv) (A) any contemplated transaction with third parties involving the acquisition or sale of all or substantially all of the assets of Parent or the Parent Subsidiaries and (B) any contemplated transaction with a third party involving the acquisition or sale of all or substantially all of the assets of such third party to Parent or the Parent Subsidiaries, whether structured as a merger, consolidation or otherwise, provided the Company and the Stockholders’ Representative execute a confidentiality agreement in a form reasonably acceptable to Parent.

Notices of Certain Events. Deliver to the each Lender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower any Related Party, or any litigation, investigation, or proceeding between the Borrower any Related Party and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower any Related Party as a defendant or in which any Property of the Borrower any Related Party is subject to a claim and in which the amount involved is $200,000 500,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower any Related Party of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower any Related Party, or adjacent to any Property of the Borrower any Related Party following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower any Related Party or from, affecting, or related to any Property of the Borrower any Related Party, or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authorityany Related Party, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto; (h) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (hi) any change in the senior management of the Borrower or any Guarantor; (j) the Borrower's or any Guarantor's acquisition or ownership of any estate (fee simple or leasehold) of real or personal Property, wherever located, which is not included in the Collateral; and (ik) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver The Borrower will furnish to the Lender, immediately upon having knowledge each Agent and each Lender prompt written notice of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstancefollowing: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any default action, suit or event proceeding by or before any arbitrator or Governmental Authority (including any HMO Regulator or Insurance Regulator) against or affecting any Obligor or any of default under its Subsidiaries, or any contractual obligation adverse change in the status of the Borrower matters disclosed in Schedule 4.06(a) that, individually or any litigation, investigation, or proceeding between in the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may beaggregate, could reasonably be expected to have a Material Adverse Effect; (c) the occurrence of any litigation or proceeding involving the Borrower as a defendant ERISA Event that, individually or in which any Property of the Borrower is subject aggregate, could reasonably be expected to have a claim and in which the amount involved is $200,000 or more and which is not covered by insurance or in which injunctive or similar relief is soughtMaterial Adverse Effect; (d) the receipt by the Borrower assertion of any Environmental ComplaintLiability by any Person against, or with respect to the activities of, the Borrower or any of its Subsidiaries and any alleged violation of or non-compliance in any material respect with any Environmental Laws or any permits, licenses or authorizations that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (e) receipt by the Borrower, any actualMaterial HMO Subsidiary or any Material Insurance Subsidiary of any notice of loss of licensure, proposedloss of participation under any reimbursement program or loss of applicable health care license or certificate of authority, or loss of any permit, authorization, accreditation, or qualification or any notice relating to the threatened testing or other investigation by loss of any of the foregoing, from any Governmental Authority Authority, HMO Regulator or other Person concerning Insurance Regulator that, individually or in the environmental condition ofaggregate, or relating to, any Property of the Borrower or adjacent could reasonably be expected to any Property of the Borrower following any allegation of have a violation of any Requirement of LawMaterial Adverse Effect; (f) any Release of Hazardous Substances receipt by the Borrower Borrower, any Material HMO Subsidiary or fromany Material Insurance Subsidiary of any other material deficiency notices, affecting, compliance orders or related to adverse reports issued by any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, HMO Regulator, Insurance Regulator or private insurance company pursuant to a provider agreement that, if not promptly complied with or cured, would reasonably be expected to result in the violation of any Environmental Law, or the revocation, suspension, suspension or forfeiture of or failure to renew, any permit, license, registrationcertification or licensure necessary for such Material HMO Subsidiary or Material Insurance Subsidiary to carry on its business as then conducted or the termination of any insurance or reimbursement program available to any Material HMO Subsidiary or any Material Insurance Subsidiary and that, approvalindividually or in the aggregate, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) receipt by the change in identity Borrower, any Material HMO Subsidiary or address any Material Insurance Subsidiary of any Person remitting to correspondence from any Governmental Authority, HMO Regulator or Insurance Regulator that asserts that the Borrower proceeds from Borrower, any Material HMO Subsidiary or any Material Insurance Subsidiary is not in substantial compliance with any HMO Regulation or Insurance Regulation or that threatens the sale taking of hydrocarbon production from any material action against the Borrower, any Material HMO Subsidiary or attributable to any Mortgaged Property; (h) Material Insurance Subsidiary under any change HMO Regulation or any Insurance Regulation that, individually or in the senior management of the Borrower; and (i) any other event or condition which aggregate, could reasonably be expected to have a Material Adverse Effect; and (h) any event or development that has had, or would reasonably be expected to have, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Certain Events. Deliver to the Lender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower Borrower, or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $200,000 100,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Borrower; (h) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower, or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto, which, in each case, could reasonably be expected to have a Material Adverse Effect; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to Promptly after the Lender, immediately upon having knowledge Issuer or Aurora learns of the receipt or occurrence of any of the following events or circumstancesfollowing, the Issuer will furnish to each Holder and, if applicable, to the Collateral Agent, a written statement with respect theretocertificate of the Issuer, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: Officer, specifying (a1) any Default official notice of any violation, possible violation, non-compliance or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower or any litigation, investigationpossible non-compliance, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $200,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation made by any Governmental Authority pertaining to all or other Person concerning the environmental condition of, or relating to, any Property part of the Borrower properties or adjacent to any Property assets of the Borrower following Issuer or any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization its Subsidiaries which could reasonably be expected to have a Material Adverse Effect; ; (g2) any event which constitutes a Default or Event of Default, together with a detailed statement specifying the nature thereof and the steps being taken to cure such Default or Event of Default; (3) the change in identity or address receipt of any Person remitting notice from, or the taking of any other action by, the holder of any Indebtedness in excess of $500,000 of the Issuer or Aurora or any of its Subsidiaries with respect to a claimed default, together with a detailed statement specifying the notice given or other action taken by such Holder and the nature of the claimed default and what action the Issuer is taking or proposes to take with respect thereto; (4) any event or condition not previously disclosed to the Borrower proceeds from the sale of hydrocarbon production from or attributable Holders which violates any Environmental Law and which could reasonably be expected to any Mortgaged Property; have a Material Adverse Effect; (h5) any change in the senior management of the Borrower; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect; (6) any notice of the institution of, or any material adverse development in, any action, suit or proceeding or any governmental investigation or any arbitration, before any court or arbitrator or any governmental or administrative body, agency or official, against the Issuer or any of its Subsidiaries or any material property or asset of any thereof, in which the amount involved is material and is not covered by insurance or which, if adversely determined, would have a Material Adverse Effect; or (7) the occurrence of an ERISA Event or a “prohibited transaction,” as such term is defined in Section 406 of ERISA or Section 4975 of the Code, with respect to any Plan has occurred, which such notice shall specify the nature thereof, the Issuer’s proposed response thereto (and, if applicable, the proposed response thereto of any Subsidiary of the Issuer and of any ERISA Affiliate) and, where known, any action taken or proposed by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto.

Notices of Certain Events. Deliver to the Lender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower Borrower, or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $200,000 100,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Borrower; and; (i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto; (j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Lender, immediately upon within the earlier of a reasonable period of time considering the nature of such occurrence or five (5) Business Days after having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved and relating to Borrower is $200,000 500,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental ComplaintComplaint which could reasonably be expected to have a Material Adverse Effect; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of LawLaw in each case which would reasonably be expected to have a Material Adverse Effect; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization in each case which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged PropertyProperty on a monthly basis; (h) any change in the senior management (which, for the purposes hereof shall mean the President, Chief Executive Officer, Chief Operating Officer, or the Chief Financial Officer) of the Borrower; (i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto, in each case, which would reasonably be expected to have a Material Adverse Effect; and (ij) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Lender, immediately upon having As soon as possible and in any event within [***] (unless otherwise noted below) of knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower Seller thereof, each Seller Party shall furnish to Administrative Agent notice of the following events: (i) a material and setting forth adverse change in the relevant event insurance coverage required of such Seller Party or circumstance and the steps being taken any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the Borrower Agencies; (ii) to the extent not prohibited by any Governmental Authority, any material dispute, litigation, investigation, proceeding or suspension between such Seller Party, Guarantor or Servicer, on the one hand, and any Governmental Authority; (iii) any material change in accounting policies or financial reporting practices of Seller or Guarantor; (iv) within [***] of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice of the following events with respect to any Purchased Asset or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as to affect adversely the value of such Purchased Mortgage Loan or Contributed Asset; (v) to the extent not prohibited by any Governmental Authority, any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (vi) reserved; (vii) any default related to any Repurchase Asset or any lien or security interest (other than security interests created hereby or by the other Program Agreements) on, or claim asserted against, any of the Purchased Assets or Contributed Assets; and (viii) any other event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting, in a Material Adverse Effect with respect to such event Seller Party, Guarantor or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $200,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Borrower; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect.Servicer

Notices of Certain Events. Deliver to the LenderAgent, immediately upon promptly, but in no event later than the fifth Business Day after having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower relevant Business Entity and setting forth the relevant event or circumstance and the steps being taken by the Borrower relevant Business Entity with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default by it under any contractual obligation of the Borrower or any litigation, investigation, or proceeding between the Borrower it and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower it as a defendant or in which any of its Property of the Borrower is subject to a claim and in which the amount involved is $200,000 1,000,000 or more and which is not covered by insurance or in which injunctive or similar relief is soughtsought in which injunctive or similar relief could reasonably be expected to have a Material Adverse Effect; (d) the receipt by the Borrower it of any Environmental ComplaintComplaint which could reasonably be expected to have a Material Adverse Effect; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any of its Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of LawLaw which could reasonably be expected to have a Material Adverse Effect; (f) any Release of Hazardous Substances by the Borrower it or from, affecting, or related to any of its Property or Property of the Borrower or others adjacent to any of its Property of the Borrower which could reasonably be expected to have a Material Adverse Effect, except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the its senior management or material change in its ownership resulting in an Event of the BorrowerDefault pursuant to clause (m) or clause (n) of Section 7.1; and (ih) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Lender, immediately upon a ------------------------- Responsible Officer's having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any material contractual obligation of the Borrower Borrower, or any litigationmaterial Litigation, investigation, or proceeding between the affecting Borrower and before any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse EffectTribunal; (c) any litigation or proceeding Litigation involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and (i) in which the amount involved is $200,000 250,000.00 (net to the Borrower's interest) or more and which is not covered by insurance insurance, (ii) in which, together with any other outstanding litigation or proceeding (whether or not previously disclosed hereunder), the aggregate amount involved in all such litigation is $250,000.00 (net to Borrower's interest) or more and which is not covered by insurance, or (iii) in which injunctive or similar relief is soughtsought which affects a Property having a fair market value (net to the Borrower's interest therein) of more than $250,000.00 or could reasonably be expected to result in an expenditure by Borrower of more than $250,000.00; (d) the receipt by the Borrower of any Environmental ComplaintComplaint or any formal request from any Governmental Authority for information (other than requirements for compliance reports) regarding any Release of Hazardous Substances by Borrower from, affecting or related to any Property of Borrower or adjacent to any Property of the Borrower which Environmental Complaint or request could reasonably be expected to have a Material Adverse Effect; (e) any actual, proposed, proposed or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of LawEnvironmental Law which testing or investigation could reasonably be expected to have a Material Adverse Effect; (f) any Release of Hazardous Substances by the Borrower or from, affecting, affecting or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Environmental Law or the terms of a valid permit, license, certificate, certificate or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, suspension or forfeiture of or failure to renew, any permit, license, registration, approvalapproval or authorization, which Release, violation, revocation, suspension, forfeiture or authorization which failure could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Borrower; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect; and (h) any lien, mortgage, security interest, tax lien, pledge, conditional sale or title retention arrangement, or any other interest in or encumbrance upon, Property, which is designed to secure the repayment of Indebtedness, whether arising by agreement, under any Law or otherwise.

Notices of Certain Events. Deliver to the LenderAgent, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower Borrowers, and setting forth the relevant event or circumstance and the steps being taken by the relevant Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower any Borrower, or any litigation, investigation, investigation or proceeding between the such Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the any Borrower as a defendant or in which any Property of the any Borrower is subject to a claim and in which the amount involved is $200,000 25,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by senior management of the Borrower Borrowers of any Environmental Complaint, which if adversely determined could reasonably be expected to have a Material Adverse Effect; (e) any actual, proposed, proposed or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower Borrowers following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower Borrowers or from, affecting, affecting or related to any Property of the Borrower Borrowers or Property of others adjacent to any Property of the Borrower Borrowers which could reasonably be expected to have a Material Adverse Effect, except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, certificate or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, suspension or forfeiture of or failure to renew, any permit, license, registration, approval, approval or authorization which could reasonably be expected to have a Material Adverse Effect; (g) Jxxxx X. Xxxxx ceases to be part of the change in identity or address senior management of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged PropertyBorrowers; (h) the filing or commencement of any change action, suit, proceeding, or arbitration by or on behalf of any Borrower claiming or asserting damages in the senior management favor of the Borrowersuch Borrower in an amount in excess of $500,000; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the LenderAgent, immediately upon promptly, but in no event later than the fifth Business Day after having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default by it under any contractual obligation of the Borrower or any litigation, investigation, or proceeding between the Borrower it and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower it as a defendant or in which any of its Property of the Borrower is subject to a claim and in which the amount involved is $200,000 100,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower it of any Environmental Complaint, which if adversely determined could reasonably be expected to have a Material Adverse Effect; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any of its Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower it or from, affecting, or related to any of its Property or Property of the Borrower or others adjacent to any of its Property of the Borrower which could reasonably be expected to have a Material Adverse Effect, except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization authorization, which could reasonably be expected to have a Material Adverse Effect; (g) the any change in identity its ownership or address in the senior management of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged PropertyParent; (h) any material change in the senior management of the Borrowerits accounting or financial reporting practices; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Agent and each Lender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower Parent and setting forth the relevant event or circumstance and the steps being taken by the Borrower Borrowers with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower a Borrower, or any litigation, investigation, or proceeding between the a Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the a Borrower as a defendant or in which any Property of the a Borrower is subject to a claim and in which the amount involved is $200,000 100,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the a Borrower of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the a Borrower or adjacent to any Property of the a Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the a Borrower or from, affecting, or related to any Property of the a Borrower or adjacent to any Property of the a Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) upon the request of any Lender, the change in identity or address of any Person remitting to the a Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the a Borrower; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the LenderAgent, immediately promptly upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the each Borrower and setting forth the relevant event or circumstance and the steps being taken by the such Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower any Borrower, or any litigation, investigation, or proceeding between the any Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the any Borrower as a defendant or in which any Property of the any Borrower is subject to a claim and in which the amount involved of the claim against any Borrower is $200,000 1,000,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the any Borrower of any Environmental ComplaintComplaint which individually, or in the aggregate with any other Environmental Complaints then outstanding relating to any matter, relates to a matter which could reasonably be expected to have a Material Adverse Effect; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of any Borrower, or the Borrower or adjacent to any Property of facilities located and the Borrower operations conducted thereon, following any allegation of a violation of any Requirement of LawLaw regarding any condition in each case which could reasonably be expected to have a Material Adverse Effect; (f) any of the following which could reasonably be expected to have a Material Adverse Effect: any Release of Hazardous Substances by the any Borrower or from, affecting, or related to any Property of any Borrower, or the Borrower or adjacent to any Property of facilities located and the Borrower operations conducted thereon, except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effectauthorization; (g) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the change in identity termination, Reorganization or address Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Borrower; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect.action by the

Notices of Certain Events. Deliver to the LenderBank, immediately upon the Operating Member or the Manager having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower Operating Member and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Any Default or Event of Default; (b) any Any default or event of default under any material contractual obligation of the Borrower Borrower, or any litigation, investigation, or proceeding between material Litigation affecting the Borrower and before any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse EffectTribunal; (c) any litigation or proceeding Any Litigation involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and (i) in which the amount involved is $200,000 100,000 or more and which is not covered by insurance insurance, (ii) in which, together with any other outstanding litigation or proceeding (whether or not previously disclosed hereunder), the aggregate amount involved in all such litigation is $100,000 or more and which is not covered by insurance,, or (iii) in which injunctive or similar relief is soughtsought which affects a Property having a fair market value (net to the Borrower’s interest therein) of more than $100,000 or could reasonably be expected to result in an expenditure by the Borrower of more than $100,000.00; (d) Any existing or asserted Lien on any of the properties of the Borrower, personal or real, tangible or intangible, including, without limitation, the Collateral, excluding Permitted Liens; (e) The receipt by the Borrower of any Environmental ComplaintComplaint or any formal request from any Governmental Authority or other Person for information (other than requirements for compliance reports) regarding any Release of Hazardous Substances by the Borrower from, affecting or related to any Property of the Borrower or adjacent to any Property of the Borrower which Environmental Complaint or request could reasonably be expected to have a Material Adverse Effect; (ef) any Any actual, proposed, proposed or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of LawEnvironmental Law which testing or investigation could reasonably be expected to have a Material Adverse Effect; (fg) any Any Release of Hazardous Substances by the Borrower or from, affecting, affecting or related to any Property of the Borrower or adjacent to any Property of the Borrower or Mortgagors except in accordance with applicable Requirements of Environmental Law or the terms of a valid permit, license, certificate, certificate or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, suspension or forfeiture of or failure to renew, any permit, license, registration, approvalapproval or authorization, which Release, violation, revocation, suspension, forfeiture or authorization which failure could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;; and (h) any Any change in the senior management of Borrower’s accounting practices and procedures, including a change in the Borrower’s fiscal year; (i) Any notice of claim of a material gas imbalance; and (ij) any Any other event or condition which that could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the LenderAgent, immediately upon promptly, but in no event later than the fifth Business Day after having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower relevant Business Entity or its general partner and setting forth the relevant event or circumstance and the steps being taken by the Borrower relevant Business Entity with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default by it under any contractual obligation of the Borrower or any litigation, investigation, or proceeding between the Borrower it and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower it as a defendant or in which any of its Property of the Borrower is subject to a claim and in which the amount involved is $200,000 1,000,000 or more and which is not covered by insurance or in which injunctive or similar relief is soughtsought which injunctive or similar relief, if granted, could reasonably be expected to have a Material Adverse Effect; (d) the receipt by the Borrower it of any Environmental Complaint, which if adversely determined could reasonably be expected to have a Material Adverse Effect; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any of its Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of LawLaw which if adversely determined could reasonably be expected to have a Material Adverse Effect; (f) any Release of Hazardous Substances by the Borrower it or from, affecting, or related to any of its Property or Property of the Borrower or others adjacent to any of its Property of the Borrower which could reasonably be expected to have a Material Adverse Effect, except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) except as to the Borrower, any change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Propertyits ownership; (h) any change in the its senior management of the Borrowermanagement; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect; and, at least ten Business Days prior to the consummation of any such sale, written notice of any proposed sale of Oil and Gas Properties of the Borrower, PrimeEnergy Management or any limited partnership included in the Borrowing Base, including in such written notice identification of the Oil and Gas Properties which are the subject of the proposed sale and a summary of the principal terms of the proposed sale.

Notices of Certain Events. Deliver to the LenderAgent, immediately to the extent not previously delivered by the Guarantor, promptly upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the each Borrower and setting forth the relevant event or circumstance and the steps being taken by such Borrower or the Borrower Guarantor with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of any Borrower or the Borrower Guarantor, or any litigation, investigation, or proceeding between any Borrower or the Borrower Guarantor and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving any Borrower or the Borrower Guarantor as a defendant or in which any Property of any Borrower or the Borrower Guarantor is subject to a claim and in which the amount involved of the claim against any Borrower or the Guarantor is $200,000 1,000,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by any Borrower or the Borrower Guarantor of any Environmental ComplaintComplaint which individually, or in the aggregate with any other Environmental Complaints then outstanding relating to any matter, relates to a matter which could reasonably be expected to have a Material Adverse Effect; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the any Borrower or adjacent to any real Property of the Borrower Guarantor, or the facilities located and the operations conducted thereon, following any allegation of a violation of any Requirement of LawLaw regarding any condition in each case which could reasonably be expected to have a Material Adverse Effect; (f) any of the following which could reasonably be expected to have a Material Adverse Effect: any Release of Hazardous Substances by any Borrower or the Borrower Guarantor or from, affecting, or related to any Property of the any Borrower or adjacent to any real Property of the Borrower Guarantor, or the facilities located and the operations conducted thereon, except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effectauthorization; (g) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the change in identity termination, Reorganization or address Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any Person remitting other action by the PBGC, any Borrower, the Guarantor or any Commonly Controlled Entity or Multiemployer Plan with respect to the Borrower proceeds from withdrawal from, or the sale of hydrocarbon production from termination, Reorganization or attributable to Insolvency of, any Mortgaged Property; (h) Single Employer Plan or Multiemployer Plan; or any change Prohibited Transaction in connection with any Plan or any trust created thereunder and the senior management of action being taken by the BorrowerInternal Revenue Service with respect thereto; and (ih) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the LenderAgent, immediately to the extent not previously delivered by any Borrower, promptly upon having knowledge of thereof, a written statement with respect to the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower Guarantor and setting forth the relevant event or circumstance and the steps being taken by the Borrower Guarantor or any Subsidiary with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower Guarantor or any Subsidiary, or any litigation, investigation, or proceeding between the Borrower Guarantor or any Subsidiary and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower Guarantor or any Subsidiary as a defendant or in which any Property of the Borrower Guarantor or any Subsidiary is subject to a claim and in which the amount involved of the claim against the Guarantor or any Subsidiary is $200,000 1,000,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower Guarantor of any Environmental ComplaintComplaint which individually, or in the aggregate with any other Environmental Complaints then outstanding relating to any matter, relates to a matter which could reasonably be expected to have a Material Adverse Effect; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the any Borrower or adjacent to any real Property of the Borrower Guarantor and the facilities located and the operations conducted thereon following any allegation of a violation of any Requirement of LawLaw regarding any condition in each case which could reasonably be expected to have a Material Adverse Effect; (f) any of the following which could reasonably be expected to have a Material Adverse Effect: any Release of Hazardous Substances by any Borrower or the Borrower Guarantor or from, affecting, or related to any Property of the any Borrower or adjacent to any real Property of the Borrower Guarantor and the facilities located and the operations conducted thereon except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, XIV-x 140 or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effectauthorization; (g) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the change in identity termination, Reorganization or address Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any Person remitting other action by PBGC, the Guarantor, or any Commonly Controlled Entity or Multiemployer Plan with respect to the Borrower proceeds from the sale of hydrocarbon production withdrawal from or attributable to the termination, Reorganization or Insolvency of, any Mortgaged PropertySingle Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto; (h) the creation, organization or acquisition of any change in the senior management Subsidiary, direct or indirect, of the BorrowerGuarantor; and (i) any other event or condition which could reasonably be expected to have cause a Material Adverse Effect.

Notices of Certain Events. Deliver The Borrower will furnish to the Lender, immediately upon having knowledge each Agent and each Lender prompt written notice of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstancefollowing: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any default action, suit or event proceeding by or before any arbitrator or Governmental Authority (including any HMO Regulator or Insurance Regulator) against or affecting any Obligor or any of default under its Subsidiaries, or any contractual obligation adverse change in the status of the Borrower matters disclosed in Schedule 4.06(a) that, individually or any litigationin the aggregate, investigationhas had, or proceeding between has materially increased the Borrower and any Governmental Authority whichlikelihood of, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) the occurrence of any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $200,000 or more and which is not covered by insurance or in which injunctive or similar relief is soughtERISA Event; (d) the receipt by the Borrower assertion of any Environmental Complaint;Liability by any Person against, or with respect to the activities of, the Borrower or any of its Subsidiaries and any alleged violation of or non-compliance in any material respect with any Environmental Laws or any permits, licenses or authorizations; Credit Agreement (e) receipt by the Borrower, any actualMaterial HMO Subsidiary or any Material Insurance Subsidiary of any notice of loss of licensure, proposedloss of participation under any reimbursement program or loss of applicable health care license or certificate of authority, or loss of any permit, authorization, accreditation, or qualification or any notice relating to the threatened testing or other investigation by loss of any of the foregoing, from any Governmental Authority Authority, HMO Regulator or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of LawInsurance Regulator; (f) any Release of Hazardous Substances receipt by the Borrower Borrower, any Material HMO Subsidiary or fromany Material Insurance Subsidiary of any other material deficiency notices, affecting, compliance orders or related to adverse reports issued by any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, HMO Regulator, Insurance Regulator or the violation of any Environmental Lawprivate insurance company pursuant to a provider agreement that, if not promptly complied with or the revocationcured, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could would reasonably be expected to have a result in the suspension or forfeiture of any license, certification or licensure necessary for such Material Adverse EffectHMO Subsidiary or Material Insurance Subsidiary to carry on its business as then conducted or the termination of any insurance or reimbursement program available to any Material HMO Subsidiary or any Material Insurance Subsidiary; (g) receipt by the change in identity Borrower, any Material HMO Subsidiary or address any Material Insurance Subsidiary of any Person remitting to correspondence from any Governmental Authority, HMO Regulator or Insurance Regulator that asserts that the Borrower proceeds from Borrower, any Material HMO Subsidiary or any Material Insurance Subsidiary is not in substantial compliance with any HMO Regulation or Insurance Regulation or that threatens the sale taking of hydrocarbon production from any material action against the Borrower, any Material HMO Subsidiary or attributable to any Mortgaged Property;Material Insurance Subsidiary under any HMO Regulation or any Insurance Regulation; and (h) any change in the senior management of the Borrower; and (i) any other event or condition which could development that has had, or would reasonably be expected to have have, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Certain Events. Deliver to the Lender, immediately upon promptly, but in no event later than the fifth Business Day after having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower relevant Business Entity or its general partner and setting forth the relevant event or circumstance and the steps being taken by the Borrower relevant Business Entity with respect to such event or circumstance: (a) : • any Default or Event of Default; (b) ; • any default or event of default by it under any contractual obligation of the Borrower or any litigation, investigation, investigation or proceeding between the Borrower it and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) ; • any litigation or proceeding involving the Borrower it as a defendant or in which any of its Property of the Borrower is subject to a claim and in which the amount involved is $200,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) ; • the receipt by the Borrower it of any Environmental Complaint; (e) , which if adversely determined could reasonably be expected to have a Material Adverse Effect; • any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any of its Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a material violation of any Requirement of Law; (f) ; • any Release of Hazardous Substances by the Borrower it or from, affecting, or related to any of its Property or Property of the Borrower or others adjacent to any of its Property of the Borrower which could reasonably be expected to have a Material Adverse Effect, except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental LawLaw in any material respect, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) ; • any change in the its senior management of the Borrowermanagement; and (i) • any material change in its accounting or financial reporting practices; and • any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Lender, immediately promptly upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower or the Guarantors with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower or the Guarantors, or any litigation, investigation, or proceeding between the Borrower or the Guarantors and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower or the Guarantors as a defendant or in which any Property of the Borrower or the Guarantors is subject to a claim and in which the amount involved is $200,000 1,000,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower and/or Guarantors of any written Environmental ComplaintComplaint by a Governmental Authority regarding any violation or alleged violation of Environmental Laws by the Borrower and/or Guarantors which violation would have a Material Adverse Effect; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower and/or Guarantors following any written allegation of a violation by a Borrower or a Guarantor of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower and/or Guarantors or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower and/or Guarantors except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental LawLaw by any Borrower or any Guarantor, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which in favor of any Borrower or any Guarantor which, in each case, could reasonably be expected to have a Material Adverse Effect;; and (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management or general partner of the Borrower or the senior management of any general partner of the Borrower; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to During the Lender, immediately upon having knowledge period beginning on the date of this Agreement and ending on the earlier of the occurrence of any Closing and the date of the following events or circumstancestermination of this Agreement in accordance with Article IX, a written statement with respect thereto, signed by a Responsible Officer each of the Borrower and setting forth the relevant event or circumstance SPAC and the steps being taken by Company Parties shall reasonably promptly notify the Borrower with respect to such event or circumstanceother party of: (a) any Default notice from any Person alleging or Event raising the possibility that the consent of Defaultsuch Person is or may be required in connection with the Transactions or the TCO Restructuring or that the Transactions or the TCO Restructuring might give rise to any material Action or other material rights by or on behalf of such Person or result in the loss of any material rights or privileges of the Company (or CayCo, post-Closing) to any such Person or create any Lien on any of the Company’s or SPAC’s assets; (b) any default notice or event of default under any contractual obligation of the Borrower or any litigation, investigation, or proceeding between the Borrower and other communication from any Governmental Authority which(including the Investment Commission, in either casethe Ministry of Economic Affairs of Taiwan or its designated Governmental Authority, if not cured or if adversely determined, such as the case may beCentral Taiwan Science Park Bureau) that is material to the transactions contemplated by this Agreement, could reasonably be expected to have a Material Adverse Effectthe Company Restructuring Documents or the Ancillary Agreements; (c) any litigation material Actions commenced or proceeding threatened against, relating to or involving or otherwise affecting either party or any of their stockholders or their equity, assets or business or that relate to the Borrower as a defendant or in which any Property consummation of the Borrower is subject to a claim and in which transactions contemplated by this Agreement, the amount involved is $200,000 Company Restructuring Documents or more and which is not covered by insurance or in which injunctive or similar relief is soughtthe Ancillary Agreements; (d) any notice or other communication from any Company Shareholder relating to or involving the receipt by issuance, grant of or exercise of, any options, warrants or other rights to purchase or obtain any Securities (including any redemption rights); provided, that the Borrower Company shall not, except with the prior written consent of SPAC, respond to any such notice or communication, or take any action in connection with the issuance or grant of any Environmental Complaintoptions, warrants or other rights to purchase or obtain such Securities; (e) any actualfact, proposed, matter or threatened testing circumstance that would or other investigation by any Governmental Authority would be reasonably likely to give rise to or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of result in a violation of any Requirement of Law;Company Material Adverse Effect; and (f) any Release material inaccuracy of Hazardous Substances by any representation or warranty of such party contained in this Agreement at any time during the Borrower or from, affectingterm hereof, or related any failure of such party to comply with or satisfy any Property of the Borrower covenant, condition or adjacent agreement to any Property of the Borrower except in accordance be complied with applicable Requirements of Law or the terms of a valid permitsatisfied by it hereunder, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could that would reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of cause any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Borrower; and (i) any other event or condition which could reasonably conditions set forth in Article VIII not to be expected to have a Material Adverse Effectsatisfied.

Notices of Certain Events. Deliver to the Lender, immediately upon a Responsible Officer's having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a the Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower Borrowers with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default Default or event Event of default Default under any material contractual obligation of the any Borrower or any litigationmaterial Litigation, investigation, or proceeding between the affecting any Borrower and before any Governmental Authority or Tribunal; (c) any Litigation involving Borrowers as defendants or in which any Property of Borrowers is subject to a claim (i) in which the amount involved is $250,000 or more and which is not covered by insurance, (ii) in which, together with any other outstanding litigation or proceeding (whether or not previously disclosed hereunder), the aggregate amount involved in either caseall such litigation is $250,000 or more and which is not covered by insurance, if not cured or if adversely determined(iii) in which injunctive or similar relief is sought which affects a Property having a fair market value (net to the Borrowers' interest therein) of more than $250,000 or could reasonably be expected to result in an expenditure by Borrowers of more than $250,000; (d) any existing or asserted Lien on any of the Properties of Borrowers, as personal or real, tangible or intangible, including without limitation the case may beMortgaged Properties, excluding Permitted Liens; (e) the receipt by Borrowers of any Environmental Complaint or any formal request from any Governmental Authority or other Person for information (other than requirements for compliance reports) regarding any Release of Hazardous Substances by Borrowers from, affecting or related to any Property of Borrowers or adjacent to any Property of the Borrowers which Environmental Complaint or request could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $200,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental Complaint; (ef) any actual, proposed, proposed or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower Borrowers or adjacent to any Property of the Borrower Borrowers following any allegation of a violation of any Requirement of LawEnvironmental Law which testing or investigation could reasonably be expected to have a Material Adverse Effect; (fg) any Release of Hazardous Substances by the Borrower or Borrowers from, affecting, affecting or related to any Property of the Borrower Borrowers or adjacent to any Property of the Borrower Borrowers except in accordance with applicable Requirements of Environmental Law or the terms of a valid permit, license, certificate, certificate or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, suspension or forfeiture of or failure to renew, any permit, license, registration, approvalapproval or authorization, which Release, violation, revocation, suspension, forfeiture or authorization which failure could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property;; and (h) any change in the senior management of the BorrowerBorrowers' accounting practices and procedures, including a change in its fiscal year; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the LenderAgent, immediately to the extent not previously delivered by the Guarantor, promptly upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the each Borrower and setting forth the relevant event or circumstance and the steps being taken by such Borrower or the Borrower Guarantor with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of any Borrower or the Borrower Guarantor, or any litigation, investigation, or proceeding between any Borrower or the Borrower Guarantor and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving any Borrower or the Borrower Guarantor as a defendant or in which any Property of any Borrower or the Borrower Guarantor is subject to a claim and in which the amount involved of the claim against any Borrower or the Guarantor is $200,000 1,000,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by any Borrower or the Borrower Guarantor of any Environmental ComplaintComplaint which individually, or in the aggregate with any other Environmental Complaints then outstanding relating to any matter, relates to a matter which could reasonably be expected to have a Material Adverse Effect; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the any Borrower or adjacent to any real Property of the Borrower Guarantor, or the facilities located and the operations conducted thereon, following any allegation of a violation of any Requirement of LawLaw regarding any condition in each case which could reasonably be expected to have a Material Adverse Effect; (f) any of the following which could reasonably be expected to have a Material Adverse Effect: any Release of Hazardous Substances by any Borrower or the Borrower Guarantor, or from, affecting, or related to any Property of the any Borrower or adjacent to any real Property of the Borrower Guarantor, or the facilities located and the operations conducted thereon, except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effectauthorization; (g) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the change in identity termination, Reorganization or address Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any Person remitting other action by the PBGC, any Borrower, the Guarantor or any Commonly Controlled Entity or Multiemployer Plan with respect to the Borrower proceeds from withdrawal from, or the sale of hydrocarbon production from termination, Reorganization or attributable to Insolvency of, any Mortgaged Property; (h) Single Employer Plan or Multiemployer Plan; or any change Prohibited Transaction in connection with any Plan or any trust created thereunder and the senior management of action being taken by the BorrowerInternal Revenue Service with respect thereto; and (ih) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Lender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower Borrower, or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $200,000 100,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person reasonably likely to have a Material Adverse Effect concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower reasonably likely to have a Material Adverse Effect except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Borrower; and; (ih) any other event or condition which could reasonably be expected to have a Material Adverse Effect.; and (i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto; and

Notices of Certain Events. Deliver to the LenderAgent, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower Borrower, or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $200,000 500,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Borrower; (i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto; (j) any pledge of Oil and Gas Property by the partnerships listed on Exhibit A to the document listed in Section 3.1(g)(vi) of the Existing Agreement; and (ik) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Lender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower or the Guarantors with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower or the Guarantors, or any litigation, investigation, or proceeding between the Borrower or the Guarantors and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower or the Guarantors as a defendant or in which any Property of the Borrower or the Guarantors is subject to a claim and in which the amount involved is $200,000 100,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management manager of the Borrower; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Lender, immediately promptly, and in any event within three Business Days, upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower Borrower, or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $200,000 500,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental Complaint, which if adversely determined could reasonably be expected to have a Material Adverse Effect; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or Property of others adjacent to any Property of the Borrower which could reasonably be expected to have a Material Adverse Effect, except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the any change in identity the ownership of the Borrower, except pursuant to that certain reverse takeover transaction whereby Borrower will merge into a wholly-owned Delaware subsidiary of a company governed under the laws of the Province of Ontario, Canada, and publicly listed on the Toronto Stock Exchange or address TSX Venture Exchange, respectively. Borrower shall be the surviving corporation of any Person remitting to the Borrower proceeds from the sale merger and a wholly-owned subsidiary of hydrocarbon production from or attributable to any Mortgaged Propertysuch publicly listed company; (h) any material change in the senior management of the Borroweraccounting or financial reporting practices; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the LenderNoteholder Agent, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower or Xxxxxxxx-Louisiana and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower or Xxxxxxxx-Louisiana, or any litigation, investigation, or proceeding between the Borrower or Xxxxxxxx-Louisiana and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower or Xxxxxxxx-Louisiana as a defendant or in which any Property of the Borrower or Xxxxxxxx-Louisiana is subject to a claim and in which the amount involved is $200,000 500,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower or Xxxxxxxx-Louisiana of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or Xxxxxxxx-Louisiana, or adjacent to any Property of the Borrower or Xxxxxxxx-Louisiana following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or Xxxxxxxx-Louisiana from, affecting, or related to any Property of the Borrower or Xxxxxxxx-Louisiana, or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental AuthorityXxxxxxxx-Louisiana, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto; (h) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (hi) any change in the senior management of the Borrower or Xxxxxxxx-Louisiana; (j) the Borrower's or Xxxxxxxx-Louisiana's acquisition or ownership of any estate (fee simple or leasehold) of real or personal Property, wherever located, which is not included in the Collateral; and (ik) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Agent and each Lender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower Borrower, or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $200,000 100,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) upon the request of any Lender, the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Borrower; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Lender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower Borrower, or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $200,000 1,000,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the any change in identity or address the Senior Management of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged PropertyBorrower; (h) any change in Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the senior management termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower, or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto, which, in each case, could reasonably be expected to have a Material Adverse Effect; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Lender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower any Borrower, or any litigation, investigation, or proceeding between the any Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the any Borrower as a defendant or in which any Property of the any Borrower is subject to a claim and in which the amount involved is $200,000 50,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any written Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Lawan Environmental Complaint; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged PropertyBorrowing Base Oil and Gas Properties; (h) any change in the senior management of the Borrower; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Lender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower or Xxxxxxxx and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower any Related Party, or any litigation, investigation, or proceeding between the Borrower any Related Party and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower any Related Party as a defendant or in which any Property of the Borrower any Related Party is subject to a claim and in which the amount involved is $200,000 500,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower any Related Party of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower any Related Party, or adjacent to any Property of the Borrower any Related Party following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower any Related Party or from, affecting, or related to any Property of the Borrower any Related Party, or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authorityany Related Party, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto; (h) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (hi) any change in the senior management of the Borrower, Lafitte or any Guarantor; (j) the Borrower's or Xxxxxxxx=s acquisition or ownership of any estate (fee simple or leasehold) of real or personal Property, wherever located, which is not included in the Collateral; and (ik) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the LenderAdministrative Agent, immediately upon the Borrower’s presiding CEO, having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower CEO and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) Any declaration or payment of any dividend or other distribution of cash, securities, or other assets prior to the Borrower fully satisfying its obligations under this Agreement and the other Loan Documents; b) Any material changes in the nature of the Borrower’s business; c) Any Default or Event of Default; (bd) any Any default or event of default under any material contractual obligation of the Borrower Borrower, or any litigation, investigation, or proceeding between material Litigation affecting the Borrower and before any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse EffectTribunal; (ce) any litigation or proceeding Any Litigation involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and (i) in which the amount involved is $200,000 100,000 or more and which is not covered by insurance insurance, (ii) in which, together with any other outstanding litigation or proceeding (whether or not previously disclosed hereunder), the aggregate amount involved in all such litigation is $100,000 or more and which is not covered by insurance, or (iii) in which injunctive or similar relief is soughtsought which affects a Property having a fair market value (net to the Borrower’s interest therein) of more than $100,000 or could reasonably be expected to result in an expenditure by the Borrower of more than $100,000.00; (df) Any existing or asserted Lien on any of the properties of the Borrower, personal or real, tangible or intangible, including, without limitation, the Collateral, excluding the Mutual of Omaha Bank’s Security Interest and Permitted Liens; g) The receipt by the Borrower of any Environmental ComplaintComplaint or any formal request from any Governmental Authority or other Person for information (other than requirements for compliance reports) regarding any Release of Hazardous Substances by the Borrower from, affecting or related to any Property of the Borrower or adjacent to any Property of the Borrower which Environmental Complaint or request could reasonably be expected to have a Material Adverse Effect; (eh) any Any actual, proposed, proposed or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of LawEnvironmental Law which testing or investigation could reasonably be expected to have a Material Adverse Effect; (fi) any Any Release of Hazardous Substances by the Borrower or from, affecting, affecting or related to any Property of the Borrower or adjacent to any Property of the Borrower or Mortgagors except in accordance with applicable Requirements of Environmental Law or the terms of a valid permit, license, certificate, certificate or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, suspension or forfeiture of or failure to renew, any permit, license, registration, approvalapproval or authorization, which release, violation, revocation, suspension, forfeiture or authorization which failure could reasonably be expected to have a Material Adverse Effect;; and (gj) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any Any change in the senior management of Borrower’s accounting practices and procedures, including a change in the Borrower; and’s fiscal year; (ik) any Any other event or condition which that could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Lender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower Borrowers and setting forth the relevant event or circumstance and the steps being taken by the Borrower Borrowers with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower any Borrower, or any litigation, investigation, or proceeding between the any Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the any Borrower as a defendant or in which any Property of the any Borrower is subject to a claim and in which the amount involved is $200,000 50,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the either Borrower of any written Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the either Borrower or adjacent to any Property of the either Borrower following any allegation of a violation of any Requirement of Lawan Environmental Complaint; (f) any Release of Hazardous Substances by the either Borrower or from, affecting, or related to any Property of the either Borrower or adjacent to any Property of the either Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the either Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged PropertyBorrowing Base Oil and Gas Properties; (h) any change in the senior management of the either Borrower; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Lender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower Borrower, or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $200,000 100,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management position of President of the Borrower; (i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto; and (ij) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the LenderAgent, immediately promptly upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower Parent and setting forth the relevant event or circumstance and the steps being taken by the Borrower Borrowers with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the a Borrower or Guarantor, or any litigation, investigation, or proceeding between the a Borrower or Guarantor and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the a Borrower or Guarantor as a defendant or in which any Property of the a Borrower or Guarantor is subject to a claim and in which the amount involved is $200,000 100,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the a Borrower or Guarantor of any material written Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the a Borrower or adjacent to any Property of the Borrower Guarantor following any allegation of a violation of any Requirement of LawLaw that could result in liability of a Borrower or Guarantor; (f) any Release of Hazardous Substances by the a Borrower or Guarantor or from, affecting, or related to any Property of the a Borrower or Guarantor or adjacent to any Property of the a Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which which, in either case, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (g) upon the request of any Lender, the change in identity or address of any Person remitting to the a Borrower or Guarantor proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of a Borrower or a Guarantor; (i) any Borrower, Guarantor, Subsidiary of a Borrower, or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred; (j) any Borrower, Guarantor, Subsidiary of a Borrower, or any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan or Multiemployer Plan; (k) any Borrower, Guarantor, Subsidiary of a Borrower, or any ERISA Affiliate files a notice of intent to terminate any Title IV Plan, if such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (il) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Agent and each Lender, immediately promptly and in any event within 5 Business Days upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the each Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower Borrowers with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower any Borrower, or any litigation, investigation, or proceeding between the any Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the any Borrower as a defendant or in which any Property of the any Borrower is subject to a claim and in which the amount involved is $200,000 100,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the any Borrower of any Environmental ComplaintComplaint requesting or requiring remediation of contaminated soil or ground water, imposing fines or penalties, rejecting or revoking any license or permit, or any other Environment Complaint which could reasonably be expected to have a Material Adverse Effect; a\ credit.agr -34- (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the any Borrower or adjacent to any Property of the any Borrower following any allegation of a violation of any Requirement of LawLaw that relates to such testing or other investigation; (f) any Release of Hazardous Substances by the any Borrower or from, affecting, or related to any Property of the any Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authorityany Borrower, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could could, in the case of each of the items in this clause (f), reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the any Borrower proceeds from the sale of hydrocarbon Hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management president or chief executive officer of any Borrower; (i) any Reportable Event or imminently expected Reportable Event with respect to any Plan; any withdrawal from, or the Borrowertermination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, any Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto; and (ij) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Lender, immediately promptly ------------------------- upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower or the Guarantor and setting forth the relevant event or circumstance and the steps being taken by the Borrower or the Guarantor with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower or the Guarantor, or any litigation, investigation, or proceeding between the Borrower or the Guarantor and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower or the Guarantor as a defendant or in which any Property of the Borrower or the Guarantor is subject to a claim and in which the amount involved is $200,000 100,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower and/or the Guarantor of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower and/or the Guarantor or adjacent to any Property of the Borrower and/or the Guarantor following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower and/or the Guarantor or from, affecting, or related to any Property of the Borrower and/or the Guarantor or adjacent to any Property of the Borrower and/or the Guarantor except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the BorrowerBorrower and/or the Guarantor; (h) any event occurs giving Lender the right to cure as set forth in Section 8.14 hereto; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the Lender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower Borrower, or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $200,000 100,000.00 or more in the aggregate and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any written Environmental ComplaintComplaint having a Material Adverse Effect; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Lawan Environmental Complaint which could reasonably be expected to result in a Material Adverse Effect; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization in each such case which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Borrower; and (ih) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver As soon possible and in any event within five (5) Business Days of knowledge thereof, Seller shall furnish to Buyer notice of the following events: (1) a change in the insurance coverage required of Seller, Servicer or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached; (2) any material dispute, litigation, investigation, proceeding or suspension between Seller or Servicer, on the one hand, and any Governmental Authority or any Person; (3) any material change in accounting policies or financial reporting practices of Seller or Servicer; (4) with respect to any Purchased Mortgage Loan, that the underlying Mortgaged Property has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as to affect adversely the value of such Mortgaged Loan; (5) any material issues raised upon examination of Seller or Seller’s facilities by any Governmental Authority; (6) any material change in the Indebtedness of the Seller, including, without limitation, any default, renewal, non-renewal, termination, increase in available amount or decrease in available amount related thereto; (7) any default related to any Repurchase Asset, including without limitation any default under any Underlying Repurchase Documents, or any lien or security interest (other than security interests created hereby or by the other Program Agreements) on, or claim asserted against, any of the Purchased Mortgage Loans; (8) any Underlying Repurchase Counterparty for any reason ceases to possess all applicable Agency approvals, or an event has occurred or Underlying Repurchase Counterparty has a reason to believe or suspect that an event will occur prior to the Lenderissuance of the Agency Security or the consummation of the Take-Out Commitment, immediately upon having knowledge that will require notification to an Agency or the Department of Housing and Urban Development, FHA or VA; (9) any other event, circumstance or condition that has resulted, or has a possibility of resulting, in a Material Adverse Effect with respect to Seller or Servicer; (10) the occurrence of any material employment dispute and a description of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer strategy for resolving it that has the possibility of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, resulting in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c11) without limiting any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $200,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower other reporting obligations of Seller hereunder, Seller shall promptly notify Buyer of any Environmental Complaint; (e) any actualGovernmental Event or update thereto, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning and shall include the environmental condition of, or relating to, any Property particulars of the Borrower or adjacent each update with sufficient detail as is satisfactory to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the BorrowerBuyer; and (i12) any other event notice Seller receives from an Underlying Repurchase Counterparty in accordance with the terms of the Underlying Repurchase Documents relating to a material event, circumstance or condition which could reasonably be expected to have a Material Adverse Effectaffecting the Servicer.

Notices of Certain Events. Deliver to the LenderAgent, immediately upon within five ------------------------- days of having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower Borrower, or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $200,000 500,000 or more and which is not covered by insurance or which is material and in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental ComplaintComplaint which, if not cured or if adversely determined could reasonably be expected to have a Material Adverse Effect; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of LawLaw which could reasonably be expected to result in a Material Adverse Effect; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which in each case could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Borrower; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver to the LenderAgent, immediately upon promptly, but in no event later than the fifth Business Day after having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower relevant Business Entity or its general partner and setting forth the relevant event or circumstance and the steps being taken by the Borrower relevant Business Entity with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default by it under any contractual obligation of the Borrower or any litigation, investigation, or proceeding between the Borrower it and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower it as a defendant or in which any of its Property of the Borrower is subject to a claim and in which the amount involved is $200,000 1,000,000 or more and which is not covered by insurance or in which injunctive or similar relief is soughtsought which injunctive or similar relief, if granted, could reasonably be expected to have a Material Adverse Effect; (d) the receipt by the Borrower it of any Environmental Complaint, which if adversely determined could reasonably be expected to have a Material Adverse Effect; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any of its Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of LawLaw which if adversely determined could reasonably be expected to have a Material Adverse Effect; (f) any Release of Hazardous Substances by the Borrower it or from, affecting, or related to any of its Property or Property of the Borrower or others adjacent to any of its Property of the Borrower which could reasonably be expected to have a Material Adverse Effect, except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) except as to the Parent, any change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Propertyits ownership; (h) any change in the its senior management of the Borrowermanagement; and (i) any other event or condition which could reasonably be expected to have a Material Adverse Effect; and, at least ten Business Days prior to the consummation of any such sale, written notice of any proposed sale of Oil and Gas Properties of the Borrower, or any Subsidiary of the Parent or of a Subsidiary of the Parent, including in such written notice identification of the Oil and Gas Properties or the Subsidiary of the Parent which is the subject of the proposed sale and a summary of the principal terms of the proposed sale.

Notices of Certain Events. Deliver to the LenderAdministrative Agent, immediately upon the Borrower’s presiding CEO, having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower CEO and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) Any declaration or payment of any dividend or other distribution of cash, securities, or other assets prior to the Borrower fully satisfying its obligations under this Agreement and the other Loan Documents; b) Any material changes in the nature of the Borrower’s business; c) Any Default or Event of Default; (bd) any Any default or event of default under any material contractual obligation of the Borrower Borrower, or any litigation, investigation, or proceeding between material Litigation affecting the Borrower and before any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse EffectTribunal; (ce) any litigation or proceeding Any Litigation involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and (i) in which the amount involved is $200,000 100,000 or more and which is not covered by insurance insurance, (ii) in which, together with any other outstanding litigation or proceeding (whether or not previously disclosed hereunder), the aggregate amount involved in all such litigation is $100,000 or more and which is not covered by insurance, or (iii) in which injunctive or similar relief is soughtsought which affects a Property having a fair market value (net to the Borrower’s interest therein) of more than $100,000 or could reasonably be expected to result in an expenditure by the Borrower of more than $100,000.00; (df) Any existing or asserted Lien on any of the properties of the Borrower, personal or real, tangible or intangible, including, without limitation, the Collateral, excluding Independent Bank’s Security Interest and Permitted Liens; g) The receipt by the Borrower of any Environmental ComplaintComplaint or any formal request from any Governmental Authority or other Person for information (other than requirements for compliance reports) regarding any Release of Hazardous Substances by the Borrower from, affecting or related to any Property of the Borrower or adjacent to any Property of the Borrower which Environmental Complaint or request could reasonably be expected to have a Material Adverse Effect; (eh) any Any actual, proposed, proposed or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of LawEnvironmental Law which testing or investigation could reasonably be expected to have a Material Adverse Effect; (fi) any Any Release of Hazardous Substances by the Borrower or from, affecting, affecting or related to any Property of the Borrower or adjacent to any Property of the Borrower or Mortgagors except in accordance with applicable Requirements of Environmental Law or the terms of a valid permit, license, certificate, certificate or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, suspension or forfeiture of or failure to renew, any permit, license, registration, approvalapproval or authorization, which release, violation, revocation, suspension, forfeiture or authorization which failure could reasonably be expected to have a Material Adverse Effect;; and (gj) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any Any change in the senior management of Borrower’s accounting practices and procedures, including a change in the Borrower; and’s fiscal year; (ik) any Any other event or condition which that could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. Deliver As soon as possible and in any event within five (5) Business Days of knowledge thereof, Seller shall furnish to Buyer notice of the following events: (1) a change in the insurance coverage required of Seller, any Guarantor or any Servicer which is an Affiliate pursuant to any Program Agreement, or any Underlying Repurchase Counterparty with a copy of evidence of same attached; (2) any material dispute, litigation, investigation, proceeding or suspension between Seller, Servicer or any Underlying Repurchase Counterparty or any Servicer which is an Affiliate, on the one hand, and any Governmental Authority or any Person; (3) any material change in accounting policies or financial reporting practices of Seller or any Servicer which is an Affiliate; (4) with respect to any Purchased Mortgage Loan, that the underlying Mortgaged Property has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged, in each case, so as to affect adversely the value of such Mortgaged Loan; (5) any material issues raised upon examination of Seller, any Underlying Repurchase Counterparty or Seller’s or any Underlying Repurchase Counterparty’s facilities by any Governmental Authority; (6) any material change in the Indebtedness of the Seller, including, without limitation, any default, renewal, non-renewal, termination, increase in available amount or decrease in available amount related thereto; (7) any default related to any Repurchase Asset, including, without limitation, any default under any Underlying Repurchase Documents, or any lien or security interest (other than security interests created hereby or by the other Program Agreements) on, or claim asserted against, any of the Purchased Mortgage Loans; (8) any Underlying Repurchase Counterparty for any reason ceases to possess all applicable Agency approvals, or an event has occurred or Underlying Repurchase Counterparty has a reason to believe or suspect that an event will occur prior to the Lenderissuance of the Agency Security or the consummation of the Take-Out Commitment, immediately upon having knowledge that will require notification to an Agency or the Department of Housing and Urban Development, FHA or VA; (9) any other event, circumstance or condition that has resulted, or is reasonably likely to result, in a Material Adverse Effect with respect to Seller or any Servicer which is an Affiliate; (10) the occurrence of any material employment dispute that has the possibility of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any contractual obligation of the Borrower or any litigation, investigation, or proceeding between the Borrower and any Governmental Authority which, resulting in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim and in which the amount involved is $200,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (d) the receipt by the Borrower of any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, affecting, or related to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) the change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (h) any change in the senior management of the Borrower; and (i11) any other event notice Seller receives from an Underlying Repurchase Counterparty in accordance with the terms of the Underlying Repurchase Documents relating to a material event, circumstance or condition which could reasonably be expected to have a Material Adverse Effectaffecting the Underlying Repurchase Counterparty or Servicer.