Common use of Other Notices Clause in Contracts

Other Notices. (a) The Borrowers shall disclose in writing to the Administrative Agent prior to the date of any Request for Borrowing by any Borrower all Proceedings pending, or, to the actual knowledge of a Responsible Officer of the Credit Parties, threatened in writing, against any Credit Party which are reasonably likely to have a Material Adverse Effect. (b) The Borrowers shall promptly upon a Responsible Officer’s receipt of actual knowledge thereof, notify the Administrative Agent of any of the following events if such event would reasonably be likely to result in a Material Adverse Effect: (i) any change in the financial condition or business of any Credit Party; (ii) any default under any material agreement, contract, or other instrument to which any Credit Party is a party or by which any of its properties are bound, or any acceleration of the maturity of any material indebtedness owing by a Credit Party; (iii) any uninsured claim against or affecting a Credit Party or any of its properties; (iv) the commencement of, and any material determination in any Proceeding affecting any Credit Party; or (v) any breach of Section 8.21. (c) The Primary Borrower shall promptly notify the Administrative Agent upon (i) the receipt of any notice from, or the taking of any other action by, the holder of the Primary Borrower’s promissory notes, debentures or other evidences of Indebtedness with respect to a claimed default involving a principal amount of Indebtedness in excess of $5,000,000, together with, to the extent the default is not cured at such time, a detailed statement by a Responsible Officer of the Primary Borrower specifying the notice given or other action taken by such holder and the nature of the claimed default and what action it is taking or proposes to take with respect thereto, but only if such alleged default or event of default (if it were true) would also be a Default or Event of Default; (ii) any dispute between it (or the Guarantor) and any Governmental Authority or any other Person which has had or would be reasonably likely to have a Material Adverse Effect; and (iii) any bankruptcy, insolvency or liquidation event with respect to the Primary Borrower or the Guarantor.

Other Notices. (a) The Borrowers and the Borrower General Partners shall disclose in writing to the Administrative Agent prior to the date of any Request for Borrowing by any Borrower all Proceedings pending, or, to the actual knowledge of a Responsible Officer of the Credit Parties, threatened in writing, against any Credit Party which are reasonably likely to have a Material Adverse Effect. (b) The Borrowers shall and the Borrower General Partners will promptly upon a Responsible Officer’s receipt of actual knowledge thereof, notify the Administrative Agent of any of the following events if such event would reasonably be likely to result in a Material Adverse Effect: (i) any change in the financial condition or business of any Credit Party; (ii) any default under any material agreement, contract, or other instrument to which any Credit Party is a party or by which any of its properties are bound, or any acceleration of the maturity of any material indebtedness owing by a Credit Party; (iii) any uninsured claim against or affecting a Credit Party or any of its properties; (iv) the commencement of, and any material determination in any Proceeding affecting any Credit Party; or (v) any breach of Section 8.218.10. (c) The Primary Borrowers and the Borrower shall General Partners shall, promptly notify the Administrative Agent upon (i) the receipt of any notice from, or the taking of any other action by, the holder of the Primary Borrowerany Fund’s promissory notes, debentures or other evidences of Indebtedness with respect to a claimed default involving a principal amount of Indebtedness in excess of $5,000,000, together with, to the extent the default is not cured at such time, a detailed statement by a Responsible Officer of the Primary Borrower specifying the notice given or other action taken by such holder and the nature of the claimed default and what action it is taking or proposes to take with respect thereto, but only if such alleged default or event of default (if it were true) would also be a Default or Event of Default; (ii) any dispute between it (or the GuarantorPledgor or any General Partner) and any Governmental Authority or any other Person which has had or would be reasonably likely to have a Material Adverse Effect; and (iii) any bankruptcy, insolvency or liquidation event with respect to the Primary Borrower or the Guarantorany Credit Party.

Other Notices. (a) The Borrowers Borrower shall disclose promptly, but in writing any event no later than five (5) Business Days after any Authorized Officer of CSSW Parent, the Borrower or any of its Subsidiaries obtains knowledge thereof or no later than five (5) Business Days after CSSW Parent, the Borrower or any Subsidiary of the Borrower delivers or receives any notice, give to the Administrative Agent prior (for delivery to the date of Lenders) notice of: (i) any Request for Borrowing by any litigation or proceeding affecting CSSW Parent, the Borrower all Proceedings pending, or, to the actual knowledge of a Responsible Officer or one of the Credit PartiesBorrower’s Subsidiaries or a Project, threatened in writing, against any Credit Party which are could reasonably likely be expected to have a Material Adverse Effect; (ii) any event of default or event of termination or acceleration under any Permitted Indebtedness (including copies of any notices of default delivered by the holders of such Indebtedness to CSSW Parent, the Borrower or any of its Subsidiaries and copies of any notices of default delivered by CSSW Parent, the Borrower and its Subsidiaries under Major Project Indebtedness); (iii) (A) any fact, circumstance, condition, occurrence at, on, under or from any of the Projects (including any instance in which any bird, bat or other mammal, animal or plant protected under any Requirement of Law is killed, injured or otherwise affected) that results in a violation of any Environmental Law applicable to any of the Projects in any respect or that has resulted or may result in personal injury or Property damage or an Environmental Claim or otherwise or (B) any pending or threatened (either in writing or otherwise in an overt manner) Environmental Claim against CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries, that, in either of cases (A) or (B), could reasonably be expected to have a Material Adverse Effect; (iv) any Event of Loss to any Property of CSSW Parent, the Borrower or any Subsidiary of the Borrower, whether or not insured, through fire, theft, other hazard or Event of Loss, in excess of $5,000,000 for any single event or $20,000,000 in the aggregate in any calendar year; (v) any receipt by the Borrower or one of its Subsidiaries of notice that (A) any event constituting force majeure or any claim by any Project Participant party thereto alleging that a force majeure event under any of the Material Project Documents has occurred or (B) any event constituting force majeure or any claim by any Project Participant party thereto alleging that a force majeure which affects any obligations under any of the other Project Documents has occurred, in either of cases (A) or (B), that has had or could reasonably be expected to have a Material Adverse Effect; (vi) the termination, rescission or discharge (other than in accordance with its terms) of any material provision of any Material Project Document; (vii) the occurrence of any ERISA Event, or the failure with respect to any Foreign Plan or Foreign Benefit Arrangement to comply with Requirements of Law, or the terms of such plan or arrangement, that, alone or together with any other ERISA Events or such failures that have occurred, could reasonably be expected to have a Material Adverse Effect; (viii) any other event, circumstance, development or condition that could reasonably be expected to have a Material Adverse Effect; and (ix) notice of the exercise of the cure provided for in Section 10.1(n) of the Stetson Portfolio Financing Agreement, together with evidence of such exercise reasonably satisfactory to the Initial Lenders. (b) The Borrowers shall promptly upon a Responsible Officer’s receipt A copy of actual knowledge thereofeach material amendment, notify waiver, consent, notice, demand or other written communication in respect of any rights or obligations of CSSW Parent, the Administrative Agent Borrower or any Subsidiary of the Borrower given or received by CSSW Parent, the Borrower or any Subsidiary of the Borrower (i) pursuant to or relating to any of the following events if such event would Material Project Documents (including all written requests for amendments or waivers) or pursuant to or relating to any necessary Governmental Approval, or (ii) to or from any Governmental Authority relating in any way to any of the Projects, in each case in clause (i) or (ii) above, which notice, demand or correspondence is received or initiated other than in the Ordinary Course of Business and could reasonably be likely expected to result in a Material Adverse Effect: ; including, for avoidance of doubt, (iA) any change pending or threatened (in the financial condition writing or business of any Credit Party; (iiotherwise in an overt manner) any default under any material agreement, contract, application or other instrument to which any Credit Party is a party proceeding by or by which any of its properties are bound, or any acceleration of the maturity of any material indebtedness owing by a Credit Party; (iii) any uninsured claim against or affecting a Credit Party or any of its properties; (iv) the commencement of, and any material determination in any Proceeding affecting any Credit Party; or (v) any breach of Section 8.21. (c) The Primary Borrower shall promptly notify the Administrative Agent upon (i) the receipt of any notice from, or the taking of any other action by, the holder of the Primary Borrower’s promissory notes, debentures or other evidences of Indebtedness with respect to a claimed default involving a principal amount of Indebtedness in excess of $5,000,000, together with, to the extent the default is not cured at such time, a detailed statement by a Responsible Officer of the Primary Borrower specifying the notice given or other action taken by such holder and the nature of the claimed default and what action it is taking or proposes to take with respect thereto, but only if such alleged default or event of default (if it were true) would also be a Default or Event of Default; (ii) any dispute between it (or the Guarantor) and before any Governmental Authority for the purpose of revoking, terminating, withdrawing, suspending, modifying or withholding any other Person which has had or would be reasonably likely to have materially necessary Governmental Approval, (B) any written request by a Project Participant for an arbitration proceeding under any Material Adverse Effect; Project Document, and (iiiC) any bankruptcy, insolvency or liquidation event with respect to the Primary Borrower or the GuarantorTaking.

Other Notices. Promptly, upon having knowledge, give notice to the Agent on behalf of the Lenders of: (a) The Borrowers shall disclose in writing to the Administrative Agent prior to the date any violation of any Request for Borrowing by any Borrower all Proceedings pendingApplicable Law, or, to the actual knowledge of a Responsible Officer of the Credit Parties, threatened in writing, against any Credit Party Material Contract or Material Licence which are reasonably likely to have a Material Adverse Effect. (b) The Borrowers shall promptly upon a Responsible Officer’s receipt of actual knowledge thereof, notify the Administrative Agent of any of the following events if such event would does or could reasonably be likely to result in a Material Adverse Effect: (i) any change in the financial condition or business of any Credit Party; (ii) any default under any material agreement, contract, or other instrument to which any Credit Party is a party or by which any of its properties are bound, or any acceleration of the maturity of any material indebtedness owing by a Credit Party; (iii) any uninsured claim against or affecting a Credit Party or any of its properties; (iv) the commencement of, and any material determination in any Proceeding affecting any Credit Party; or (v) any breach of Section 8.21. (c) The Primary Borrower shall promptly notify the Administrative Agent upon (i) the receipt of any notice from, or the taking of any other action by, the holder of the Primary Borrower’s promissory notes, debentures or other evidences of Indebtedness with respect to a claimed default involving a principal amount of Indebtedness in excess of $5,000,000, together with, to the extent the default is not cured at such time, a detailed statement by a Responsible Officer of the Primary Borrower specifying the notice given or other action taken by such holder and the nature of the claimed default and what action it is taking or proposes to take with respect thereto, but only if such alleged default or event of default (if it were true) would also be a Default or Event of Default; (ii) any dispute between it (or the Guarantor) and any Governmental Authority or any other Person which has had or would be reasonably likely expected to have a Material Adverse Effect; or (b) any termination of or default under a Material Contract or Material Licence; (c) any change in the regulatory framework relating to the energy market which is materially adverse to the Business taken as a whole, or could reasonably be expected to be materially adverse to the Business taken as a whole, with the passage of time; (d) any entering into of a Material Contract or Material Licence, together with a true copy thereof; and (e) any “Pending Event of Default” or “Event of Default” under the Senior Agreement (each as defined in the Senior Credit Agreement). (13) [Reserved] (14) [Reserved] (15) Environmental Compliance. Operate its business in compliance in all material respects with all applicable material Requirements of Environmental Laws and operate all Property owned, leased or otherwise occupied by it with a view to ensuring that no material obligation, including a clean - up or remedial obligation, will arise in respect of an Obligor under any Requirements of Environmental Law; provided however, that if any such obligation arises, the applicable Obligor will promptly satisfy or contest such obligation at its own cost and expense. It will promptly notify the Agent, to the extent not disclosed as of the date hereof, upon (i) learning of the existence of Hazardous Substance located on, above or below the surface of any land which it owns, leases, operates, occupies or controls (except those being 30135002.5 (a) Maintain each ERISA Plan in compliance in all material respects with all applicable Requirements of Law; (b) refrain from adopting, participating in or becoming obligated with respect to any US Pension Plan or multiemployer plan as defined in Section 4001(a)(3) of ERISA without the prior written consent of the Majority Lenders; and (c) promptly notify the Agent on becoming aware of (i) the institution of any steps by any Person to terminate any US Pension Plan, (ii) the failure of any Obligor to make a required contribution to any US Pension Plan if such failure is sufficient to give rise to an Encumbrance under Section 303(k) of ERISA, (iii) the taking of any bankruptcyaction with respect to a US Pension Plan which is reasonably likely to result in the requirement that any Obligor furnish a bond or other security to the US Pension Benefit Guaranty Corporation under ERISA or such US Pension Plan, insolvency or liquidation (iv) the occurrence of any event with respect to any ERISA Plan which is reasonably likely to result in any Obligor incurring any liability, fine or penalty in excess of , and following notice to the Primary Borrower or Agent thereof, provide copies of all documentation relating thereto if requested by the GuarantorAgent.

Other Notices. (a) The Borrowers shall disclose in writing to the Administrative Agent prior to the date of any Request for Borrowing by any Borrower all Proceedings pendingCredit Parties will, or, to the actual knowledge of a Responsible Officer of the Credit Parties, threatened in writing, against any Credit Party which are reasonably likely to have a Material Adverse Effect. (b) The Borrowers shall promptly upon a Responsible Officer’s receipt of actual knowledge thereof, notify the Administrative Agent of any of the following events if such event would reasonably be likely to result in that could have a Material Adverse Effect: : (ia) any change in the financial condition or business of Borrower, any Credit PartyQualified Borrower or Guarantor; (iib) any default under any material agreement, contract, or other instrument to which Borrower, any Credit Party Qualified Borrower or Guarantor is a party or by which any of its properties are bound, or any acceleration of the maturity of any material indebtedness owing by a Credit PartyBorrower, any Qualified Borrower, or Guarantor; (iiic) any uninsured claim against or affecting a Credit Party Borrower, any Qualified Borrower or Guarantor or any of its propertiestheir properties that may have a Material Adverse Effect; (ivd) the commencement of, and any material determination in in, any Proceeding litigation with any third party or any proceeding before any Governmental Authority affecting Borrower, any Credit PartyQualified Borrower or Guarantor; or (ve) any breach of Section 8.21. (c) The Primary Borrower shall promptly notify the Administrative Agent upon Environmental Complaint or any claim, demand, action, event, condition, report or investigation indicating any potential or actual liability arising in connection with: (i) the receipt non-compliance with or violation of the requirements of any notice from, or the taking of any other action by, the holder of the Primary Borrower’s promissory notes, debentures or other evidences of Indebtedness with respect to a claimed default involving a principal amount of Indebtedness in excess of $5,000,000, together with, to the extent the default is not cured at such time, a detailed statement by a Responsible Officer of the Primary Borrower specifying the notice given or other action taken by such holder and the nature of the claimed default and what action it is taking or proposes to take with respect thereto, but only if such alleged default or event of default (if it were true) would also be a Default or Event of Default; (ii) any dispute between it (or the Guarantor) and any Governmental Authority Environmental Law or any other Person permit issued under any Environmental Law which has had individually or would be reasonably likely to in the aggregate might have a Material Adverse Effect; and or (iiiii) the Release or threatened Release of any Hazardous Material into the environment which individually or in the aggregate might have a Material Adverse Effect; (f) the existence of any Environmental Lien on any Properties or assets of Borrower, any Qualified Borrower or Guarantor; (g) any bankruptcymaterial remedial action taken by Borrower, insolvency any Qualified Borrower, or liquidation event with respect Guarantor in response to any order, consent decree or judgment of any Governmental Authority or any Environmental Liability; or (h) the listing of any of Borrower's or Guarantor's Properties on CERCLIS to the Primary extent that Borrower or the Guarantorobtains knowledge of such listing.

Other Notices. (a) The Borrowers shall disclose in writing to Promptly upon the Administrative Agent prior to earlier of the date of any Request for Borrowing by any on which the Borrower all Proceedings pending, becomes aware or, to in the actual knowledge exercise of a Responsible Officer reasonable due diligence should have become aware of the Credit Parties, threatened in writing, against any Credit Party which are reasonably likely to have a Material Adverse Effect. (b) The Borrowers shall promptly upon a Responsible Officer’s receipt of actual knowledge thereofsame, notify the Administrative Agent (or, in the case of (f) below, the Security Agent) by telephone (to be confirmed within three calendar days in writing from the Borrower to each Bank) of the occurrence of any of the following events if such event would reasonably be likely to result in a Material Adverse Effect: following: (ia) any change in the financial condition or business of any Credit Party; Default; (iib) any default under any material agreement, contract, or other instrument to which any Credit Party is a party or by which any of its properties are bound, or any acceleration of the maturity of any material indebtedness owing by a Credit Party; (iii) any uninsured claim against or affecting a Credit Party or any of its properties; (iv) the commencement of, and any material determination in any Proceeding affecting any Credit Party; or (v) any breach of Section 8.21. (c) The Primary Borrower shall promptly notify the Administrative Agent upon (i) the receipt of any notice from, or the taking of any other action by, the holder of the Primary Borrower’s promissory notes, debentures or other evidences of Indebtedness with respect to a claimed default involving a principal amount of Indebtedness in excess of $5,000,000, together with, to the extent the default is not cured at such time, a detailed statement by a Responsible Officer of the Primary Borrower specifying the notice given or other action taken by such holder and the nature of the claimed default and what action it is taking or proposes to take with respect thereto, but only if such alleged default or event of default under any contract or contracts and the default or event of default involves payments by the Borrower in an aggregate amount equal to or in excess of $2,500,000; (if c) a default or event of default under or as defined in any evidence of or agreements for any Debt for borrowed money under which the Borrower’s liability is equal to or in excess of $2,500,000, individually or in the aggregate, whether or not an event of default thereunder has been declared by any party to such agreement or any event which, upon the lapse of time or the giving of notice or both, would become an event of default under any such agreement or instrument or would permit any party to any such instrument or agreement to terminate or suspend any commitment to lend to the Borrower or to declare or to cause any such indebtedness to be accelerated or payable before it were true) would also otherwise be a Default or Event of Default; due; (iid) any dispute between it (or the Guarantor) change in any Regulation, including, without limitation, changes in tax laws and any Governmental Authority or any other Person regulations, which has had or would be reasonably likely to have a Material Adverse Effect; and Effect on the Borrower or the Xxxxxx Companies; (iiie) any bankruptcylitigation, insolvency administrative proceeding, investigation, business development, or liquidation event change in financial condition which could reasonably have a Material Adverse Effect on the Borrower or the Xxxxxx Companies; (f) any instance in which Engines or Equipment are operated (x) on routes with respect to which it is customary for air carriers flying comparable routes to carry confiscation or expropriation insurance or (y) in any area designated by companies providing such coverage as a recognized or threatened war zone or area of hostilities or an area where there is a substantial risk of confiscation or expropriation; and (g) any “Early Amortization Event,” Event of Default or “Servicer Termination Event” (as such terms are defined in the Primary Borrower or WEST Funding Facility) under the Guarantor.WEST Funding Facility..

Other Notices. The Borrower shall promptly, but in any event no later than ten (a10) The Borrowers shall disclose in writing Business Days after any officer or director of the Borrower obtains knowledge thereof (or such other period specified for the applicable notice below), give to the Administrative Agent prior notice of: (a) any litigation or proceeding instituted against the Borrower or any of the Guarantors or the Service Companies, or with respect to or affecting the Projects, in which (i) the amount involved is U.S.$10,000,000 or more, (ii) injunctive, declaratory or similar relief is requested or (iii) otherwise could reasonably be expected to have Material Adverse Effect; (i) any fact, circumstance, condition, occurrence or Release at, on, under or from the Projects that results in a violation of any Environmental Law applicable to the date Projects in any material respect or that has resulted or may result in personal injury or material property damage or an Environmental Claim; and (ii) any pending or threatened (in writing) Environmental Claim against the Borrower, the Operator (relating to the Operator’s performance under any O&M Agreement) or any of the Subsidiary Guarantors, that, in the case of either clause (i) or (ii), could reasonably be expected to give rise to a liability or a claim or claims in excess of U.S.$10,000,000 or otherwise have a Material Adverse Effect; (c) any Event of Loss, whether or not insured, in excess of U.S.$10,000,000; (d) any notice received by any such Person or, if such insurance is maintained by any Affiliate of any Request for Borrowing such Person on its behalf, by such Affiliate, purporting to cancel or materially alter the terms of any insurance policy required to be maintained pursuant to Section 5.9; (e) any event affecting Borrower all Proceedings pending, or, to the actual knowledge of a Responsible Officer or any of the Credit PartiesGuarantors constituting force majeure or any claim by the Borrower or any Material Project Participant alleging that a force majeure event under any of the Material Project Documents to which they are a party has occurred; (f) the termination, threatened rescission or discharge (other than in writingaccordance with its terms) of any Material Project Document; (g) any proposed sale, against transfer or disposition pursuant to Section 5.21(a)(ii) hereof having a value of U.S.$10,000,000 or more no later than ten (10) Business Days after the consummation thereof; (h) (i) the occurrence of any Credit Party ERISA Event which are would reasonably likely be expected to have a Material Adverse Effect. ; (bii) The Borrowers shall promptly as soon as possible upon a Responsible Officer’s receipt becoming aware of actual knowledge thereof, notify the Administrative Agent occurrence of or forthcoming occurrence of any of the following events if such event ERISA Event which would reasonably be likely expected to result in have a Material Adverse Effect: (i) any change in , a written notice specifying the financial condition or business of any Credit Party; (ii) any default under any material agreementnature thereof, contract, or other instrument to which any Credit Party is a party or by which what action any of its properties are bound, or any acceleration of the maturity of any material indebtedness owing by a Credit Party; (iii) any uninsured claim against or affecting a Credit Party Group Members or any of its properties; (iv) the commencement oftheir respective ERISA Affiliates has taken, and any material determination in any Proceeding affecting any Credit Party; or (v) any breach of Section 8.21. (c) The Primary Borrower shall promptly notify the Administrative Agent upon (i) the receipt of any notice from, or the taking of any other action by, the holder of the Primary Borrower’s promissory notes, debentures or other evidences of Indebtedness with respect to a claimed default involving a principal amount of Indebtedness in excess of $5,000,000, together with, to the extent the default is not cured at such time, a detailed statement by a Responsible Officer of the Primary Borrower specifying the notice given or other action taken by such holder and the nature of the claimed default and what action it is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect thereto; and (iii) with reasonable promptness, but only if such alleged default upon Administrative Agent’s request, copies of (A) each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) filed by Holdings, any of the Group Members or event any of default (if it were true) would also be a Default or Event of Defaulttheir respective ERISA Affiliates with the IRS with respect to each Plan; (iiB) all notices received by Holdings, any of the Group Members or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and copies of such other documents or governmental reports or filings relating to any Plan as Administrative Agent shall reasonably request; (i) promptly following receipt thereof, copies of (i) any dispute between it (documents described in Sections 101(k) or 101(l) of ERISA that any Group Member or any ERISA Affiliate may request with respect to any Multiemployer Plan or any documents described in Section 101(f) of ERISA that any Group Member or any ERISA Affiliate may request with respect to any Plan; provided, that if the relevant Group Members or ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plans, then, upon reasonable request of the Administrative Agent, such Group Member or the GuarantorERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof; and (j) and any Governmental Authority or any other Person event, circumstance, development or condition with respect to the Borrower Entities or the Projects that is not a matter of general public knowledge which has had or would could reasonably be reasonably likely expected to have a Material Adverse Effect; . Each notice pursuant to this Section 5.2 shall be accompanied by a statement signed by an Authorized Officer of the Borrower setting forth a description in reasonable detail of the occurrence referred to therein and (iii) any bankruptcy, insolvency or liquidation event stating what action the Borrower and the Guarantors have taken and/or propose to take with respect to the Primary Borrower or the Guarantorthereto.

Other Notices. (a) The Borrowers shall disclose in writing to the Administrative Agent prior to the date of any Request for Borrowing by any Borrower all Proceedings pending, or, to the actual knowledge of a Responsible Officer of the Credit PartiesBorrowers, threatened in writing, against any Credit Party Borrower which are reasonably likely to have a Material Adverse Effect. (b) The Borrowers shall will promptly upon a Responsible Officer’s receipt of actual knowledge thereof, notify the Administrative Agent of any of the following events if such event would reasonably be likely to result in a Material Adverse Effect: (i) any change in the financial condition or business of any Credit PartyBorrower; (ii) any default under any material agreement, contract, or other instrument to which any Credit Party Borrower is a party or by which any of its properties are bound, or any acceleration of the maturity of any material indebtedness owing by a Credit PartyBorrower; (iii) any uninsured claim against or affecting a Credit Party Borrower or any of its properties; (iv) the commencement of, and any material determination in any Proceeding affecting any Credit PartyBorrower; or (v) any breach of Section 8.218.10. (c) The Primary Borrower shall shall, promptly notify the Administrative Agent upon (i) the receipt of any notice from, or the taking of any other action by, the holder of the Primary Borrower’s promissory notes, debentures or other evidences of Indebtedness with respect to a claimed default involving a principal amount of Indebtedness in excess of $5,000,000, together with, to the extent the default is not cured at such time, a detailed statement by a Responsible Officer of the Primary Borrower specifying the notice given or other action taken by such holder and the nature of the claimed default and what action it is taking or proposes to take with respect thereto, but only if such alleged default or event of default (if it were true) would also be a Default or Event of Default; (ii) any dispute between it (or the Guarantor) and any Governmental Authority or any other Person which has had or would be reasonably likely to have a Material Adverse Effect; and (iii) any bankruptcy, insolvency or liquidation event with respect to the Primary Borrower or the GuarantorBorrower.

Other Notices. (a) The Borrowers shall disclose in writing Promptly, upon having knowledge, give notice to the Administrative Agent prior to the date Lender of: (i) any notice of expropriation affecting any Obligor; (ii) any Action Request or Violation Notice; (iii) any violation of any Request for Borrowing by any Borrower all Proceedings pending, or, to the actual knowledge of a Responsible Officer of the Credit Parties, threatened in writing, against any Credit Party Applicable Law which are reasonably likely to does or may have a Material Adverse Effect.Effect on any Obligor; (b) The Borrowers shall promptly upon a Responsible Officer’s receipt of actual knowledge thereof, notify the Administrative Agent of any of the following events if such event would reasonably be likely to result in a Material Adverse Effect: (i) any change in the financial condition or business of any Credit Party; (iiiv) any default under any material agreement, contract, or other instrument to which any Credit Party is Debt in a party or by which any principal amount greater than $250,000 of its properties are bound, or any acceleration of the maturity of any material indebtedness owing by a Credit Party; (iii) any uninsured claim against or affecting a Credit Party or any of its properties; (iv) the commencement of, and any material determination in any Proceeding affecting any Credit Party; or an Obligor; (v) any breach termination prior to maturity of Section 8.21.or default under a Material Contract or any termination, lapse, rescission or default under a Material Licence; (cvi) The Primary Borrower shall promptly notify any damage to or destruction of any Property of any Obligor having a replacement cost in excess of $250,000; (vii) the Administrative Agent upon acquisition of any real property by an Obligor; (iviii) the receipt of insurance proceeds by any notice from, or the taking of any other action by, the holder of the Primary Borrower’s promissory notes, debentures or other evidences of Indebtedness with respect to a claimed default involving a principal amount of Indebtedness Obligor in excess of $5,000,000250,000; (ix) any Lien registered against any Property of any Obligor, together withother than a Permitted Lien; (x) the occurrence of any event referred to in Section 7.1(w); (xi) a Product has been recalled, to withdrawn, suspended or discontinued or is under consideration of being recalled, withdrawn, suspended or discontinued (and the extent applicable Obligor has received notice of the same); (xii) a Product being the subject of a warning, consumer alert or other cautionary statement issued by any Governmental Authority; (xiii) any information or report from any Governmental Authority, indicating that any of the Products are unsafe or unsuitable for its intended use or pose an unacceptable health risk; (xiv) a default is not cured at such timeunder any GAA Loan, the GAA Equity Purchase Agreement and the GAA Asset Purchase Agreement; (xv) any payment under the Earn Out Obligation; (xvi) any entering into of a Material Contract or Material License; (xvii) any material adverse change in, or material adverse amendment to, a detailed statement by a Responsible Officer Material Contract or Material License; (xviii) termination of [REDACTED]’s employment arrangements with an Obligor; (xix) any exercise of the Primary Borrower specifying the notice given or other action taken by such holder and the nature of the claimed default and what action it is taking or proposes to take with respect thereto, but only if such alleged default or event of default Senior Lender Option; and (if it were true) would also be a Default or Event of Default; (iixx) any dispute between it (demand or payment under the Guarantor) and any Governmental Authority or any other Person which has had or would be reasonably likely to have a Material Adverse Effect; and (iii) any bankruptcy, insolvency or liquidation event with respect to the Primary Borrower or the GuarantorGuarantee.

Other Notices. The Seller Parties will deliver to the Purchaser: (ai) The Borrowers Promptly after the sending or filing thereof, copies of all regular and periodic financial reports which STC or any Subsidiary shall disclose file with the SEC or any national securities exchange. (ii) Immediately after the commencement thereof, notice in writing to the Administrative Agent prior to the date of all litigation and of all proceedings before any Request for Borrowing by governmental or regulatory agency affecting STC or any Borrower all Proceedings pendingof its Subsidiaries which, orif adversely determined, to the actual knowledge of a Responsible Officer of the Credit Parties, threatened in writing, against any Credit Party which are could be reasonably likely expected to have a Material Adverse Effect. (b) The Borrowers shall promptly upon Effect or which seek a Responsible Officer’s receipt of actual knowledge thereof, notify the Administrative Agent of any of the following events if such event would reasonably be likely to result in a Material Adverse Effect: (i) any change in the financial condition or business of any Credit Party; (ii) any default under any material agreement, contract, or other instrument to which any Credit Party is a party or by which any of its properties are bound, monetary recovery against STC or any acceleration of the maturity of any material indebtedness owing by a Credit Party; Subsidiary (iiiother than Seller) any uninsured claim against or affecting a Credit Party or any of its properties; (iv) the commencement of, and any material determination in any Proceeding affecting any Credit Party; or (v) any breach of Section 8.21. (c) The Primary Borrower shall promptly notify the Administrative Agent upon (i) the receipt of any notice from, or the taking of any other action by, the holder of the Primary Borrower’s promissory notes, debentures or other evidences of Indebtedness with respect to a claimed default involving a principal amount of Indebtedness combined in excess of $5,000,00010,000,000 or in any amount greater than or equal to $15,775 against Seller. (iii) As promptly as practicable (but in any event not later than five Business Days) after an officer of any Seller Party obtains knowledge of the occurrence of any Potential Amortization Event or Amortization Event, notice of such occurrence, together with, to the extent the default is not cured at such time, with a detailed statement by a Responsible Officer of such Seller Party of the Primary Borrower specifying the notice given or other action steps being taken by such holder and Seller Party to cure the effect of such event. (iv) Promptly upon becoming aware of any Reportable Event or the occurrence of a prohibited transaction (as defined in Section 4975 of the Code or Section 406 of ERISA) in connection with any Plan or any trust created thereunder, which could reasonably be expected to result in a liability to STC or any Subsidiary other than Seller in excess of (A) $20,000,000 in the case of STC or any Subsidiary other than Seller, or (B) any amount greater than or equal to $15,775 in the case of Seller, a written notice specifying the nature of the claimed default and thereof, what action it STC or such Subsidiary, as applicable, has taken, is taking or proposes to take with respect thereto, but only if such alleged default and, when known, any action taken or event threatened by the Internal Revenue Service, the Pension Benefit Guaranty Corporation or the Department of default Labor with respect thereto. (if it were truev) would also be Promptly upon their receipt, copies of (i) all notices received by STC, any Subsidiary or ERISA Affiliate of the Pension Benefit Guaranty Corporation’s intent to terminate any Plan or to have a Default or Event of Default; trustee appointed to administer any Plan, and (ii) all notices received by STC, any dispute between it (or the Guarantor) and any Governmental Authority Subsidiary or any ERISA Affiliate from a Multiemployer Plan concerning the imposition or amount of withdrawal liability imposed pursuant to Section 4202 of ERISA, which withdrawal liability individually or in the aggregate exceeds (A) $20,000,000 in the case of STC or any Subsidiary other Person which than Seller, or (B) any amount greater than or equal to $15,775 in the case of Seller. (vi) Promptly after the occurrence thereof, notice of any Accounting Practices Change. (vii) Notice of the occurrence of any event or condition that has had or would be reasonably likely to have a Material Adverse Effect; and . (iiiviii) Notice of the occurrence of the “Termination Date” under the Sale Agreement. (ix) At least ten (10) days prior to any bankruptcyproposed change of the Independent Manager, insolvency or liquidation event notice of such proposed change together with respect to a certificate of Seller certifying that the Primary Borrower proposed replacement manager satisfies the criteria set forth in the definition of “Independent Manager.” (x) Such other information respecting the Receivables or the Guarantorfinancial condition and results of operations of STC or any Subsidiary as the Purchaser may from time to time reasonably request.

Other Notices. (a) The Borrowers shall disclose in writing to the Administrative Agent prior to the date of any Request for Borrowing by any Borrower all Proceedings pendingwill, or, to the actual knowledge of a Responsible Officer of the Credit Parties, threatened in writing, against any Credit Party which are reasonably likely to have a Material Adverse Effect. (b) The Borrowers shall promptly upon a Responsible Officer’s receipt of actual knowledge thereof, notify the Administrative Agent of any of the following events if such event would reasonably be likely to result in the extend that they could have a Material Adverse Effect: : (ia) any change in the financial condition or business of any Credit PartyBorrower; (iib) any default under any material agreement, contract, or other instrument to which any Credit Party Borrower is a party or by which any of its properties are bound, or any acceleration of the maturity of any material indebtedness owing by a Credit PartyBorrower; (iiic) any uninsured claim against or affecting a Credit Party or any of its propertiesBorrower; (ivd) the commencement of, and any material determination in in, any Proceeding litigation with any third party or any proceeding before any Governmental Authority affecting any Credit PartyBorrower; or (ve) any breach of Section 8.21.Environmental Complaint or any claim, demand, action, event, condition, report or investigation indicating any potential or actual liability arising in connection with: (c) The Primary Borrower shall promptly notify the Administrative Agent upon (i) the receipt non-compliance with or violation of the requirements of any notice from, or the taking of any other action by, the holder of the Primary Borrower’s promissory notes, debentures or other evidences of Indebtedness with respect to a claimed default involving a principal amount of Indebtedness in excess of $5,000,000, together with, to the extent the default is not cured at such time, a detailed statement by a Responsible Officer of the Primary Borrower specifying the notice given or other action taken by such holder and the nature of the claimed default and what action it is taking or proposes to take with respect thereto, but only if such alleged default or event of default (if it were true) would also be a Default or Event of Default; (ii) any dispute between it (or the Guarantor) and any Governmental Authority Environmental Law or any other Person permit issued under any Environmental Law which has had individually or would be reasonably likely to in the aggregate might have a Material Adverse Effect; and or (iiiii) the Release or threatened Release of any Hazardous Material into the environment which individually or in the aggregate might have a Material Adverse Effect; (f) the existence of any Environmental Lien on any properties or assets of Borrower; (g) any bankruptcymaterial remedial action taken by Borrower in response to any order, insolvency consent decree or liquidation event with respect judgment of any Governmental Authority or any Environmental Liability; or (h) the listing of any of Borrower’s properties or assets on CERCLIS to the Primary extent that Borrower obtains knowledge of such listing.” h. All references in the Credit Agreement and the other Loan Documents to either “MuniMae Midland Construction Finance, LLC” or the Guarantor“MMCF” are hereby deemed to be references to “MMA Construction Finance, LLC.”

Other Notices. (a) The Borrowers shall disclose in writing Promptly, upon having knowledge, give notice to the Administrative Agent prior to the date Lender of: (i) any notice of expropriation affecting any Obligor; (ii) any Action Request or Violation Notice; (iii) any violation of any Request for Borrowing by any Borrower all Proceedings pending, or, to the actual knowledge of a Responsible Officer of the Credit Parties, threatened in writing, against any Credit Party Applicable Law which are reasonably likely to does or may have a Material Adverse Effect.Effect on any Obligor; (b) The Borrowers shall promptly upon a Responsible Officer’s receipt of actual knowledge thereof, notify the Administrative Agent of any of the following events if such event would reasonably be likely to result in a Material Adverse Effect: (i) any change in the financial condition or business of any Credit Party; (iiiv) any default under any material agreement, contract, or other instrument to which any Credit Party is Debt in a party or by which any principal amount greater than $250,000 of its properties are bound, or any acceleration of the maturity of any material indebtedness owing by a Credit Party; (iii) any uninsured claim against or affecting a Credit Party or any of its properties; (iv) the commencement of, and any material determination in any Proceeding affecting any Credit Party; or an Obligor; (v) any breach termination prior to maturity of Section 8.21.or default under a Material Contract or any termination, lapse, rescission or default under a Material Licence; (cvi) The Primary Borrower shall promptly notify any damage to or destruction of any Property, of any Obligor having a replacement cost in excess of $250,000; (vii) the Administrative Agent upon acquisition of any real property by an Obligor; (iviii) the receipt of insurance proceeds by any notice from, or the taking of any other action by, the holder of the Primary Borrower’s promissory notes, debentures or other evidences of Indebtedness with respect to a claimed default involving a principal amount of Indebtedness Obligor in excess of $5,000,000250,000; (ix) any Lien registered against any Property of any Obligor, together withother than a Permitted Lien; (x) the occurrence of any event referred to in Section 7.1(x); (xi) a Product being recalled, to withdrawn, suspended or discontinued or is under consideration of being recalled, withdrawn, suspended or discontinued; (xii) a Product being the extent the default is not cured at such timesubject of a warning, a detailed consumer alert or other cautionary statement issued by a Responsible Officer any Governmental Authority; (xiii) any information or report from any Governmental Authority, indicating that any of the Primary Borrower specifying Products are, unsafe or unsuitable for its intended use or pose an unacceptable health risk; (xiv) a default under any GAA Loans, the notice given or other action taken by such holder GAA Equity Purchase Agreement and the nature of the claimed default and what action it is taking or proposes to take with respect thereto, but only if such alleged default or event of default GAA Asset Purchase Agreement; (if it were true) would also be a Default or Event of Default; (iixv) any dispute between it payment under the Earn Out Obligations; (or the Guarantorxvi) and any Governmental Authority or any other Person which has had or would be reasonably likely to have entering into of a Material Adverse EffectContract or Material Licence; and and (iiixvii) any bankruptcymaterial adverse change in, insolvency or liquidation event with respect to the Primary Borrower material adverse amendment to, or the Guarantortermination of a Material Contract or Material Licence.

Other Notices. (a) The Borrowers shall disclose Promptly after the Borrower or any Subsidiary knows and, in writing any event, within 5 days after the Borrower or the relevant Subsidiary knows with respect to any notice under clause (i) or within 10 days with respect to any other notice under this Section 5.7(a), give notice to the Administrative Agent prior to and each Lender of: (i) the date occurrence of any Request for Borrowing by Default or Event of Default; (ii) any Borrower all Proceedings pending, or, to the actual knowledge (A) default or event of a Responsible Officer default under any Contractual Obligation of the Credit PartiesBorrower or any Subsidiary, threatened or (B) litigation, investigation or proceeding which may exist at any time between the Borrower or any Subsidiary and any Governmental Authority, which in writingeither case, against any Credit Party which are if not cured or if adversely determined, as the case may be, could reasonably likely be expected to have a Material Adverse Effect.; (biii) The Borrowers shall promptly upon any litigation, investigation or proceeding of the type referred to in Section 3.6(b); (iv) any material labor dispute to which the Borrower or any Subsidiary may become a Responsible Officer’s receipt party and which involves any group of actual knowledge thereofemployees, notify any strikes or walkouts relating to any of its facilities and the Administrative Agent expiration or termination of any of the following events if such event would reasonably be likely to result in a Material Adverse Effect: (i) any change in the financial condition or business of any Credit Party; (ii) any default under any material agreement, contract, or other instrument labor contract to which any Credit Party the Borrower or a Subsidiary is a party or by which any of its properties are the Borrower or a Subsidiary is bound, or any acceleration if the dispute could reasonably be expected to materially disrupt the operations of the maturity of any material indebtedness owing by Borrower or a Credit Party; (iii) any uninsured claim against or affecting a Credit Party or any of its properties; (iv) the commencement of, and any material determination in any Proceeding affecting any Credit Party; or Subsidiary; (v) any breach of Section 8.21. (c) The Primary Reportable Event or Prohibited Transaction that the Borrower shall promptly notify the Administrative Agent upon (i) the receipt of or any notice from, Subsidiary knows or the taking of any other action by, the holder of the Primary Borrower’s promissory notes, debentures or other evidences of Indebtedness has reason to know has occurred with respect to any Plan, or receipt by the Borrower or any Subsidiary of notice that the PBGC has instituted or will institute proceedings under Title IV of ERISA to terminate any Plan. Each notice pursuant to this Section shall be accompanied by a claimed default involving a principal amount statement of Indebtedness in excess of $5,000,000, together with, to the extent the default is not cured at such time, a detailed statement by a Responsible Officer setting forth details of the Primary Borrower specifying the notice given or other action taken by such holder occurrence referred to therein and the nature of the claimed default and stating what action it is taking the Borrower or the relevant Subsidiary has taken or proposes to take with respect thereto. For the purposes of this Section 5.7(a), but only if such alleged default or event of default (if it were true) would also the Borrower shall be a Default or Event of Default; (ii) any dispute between it (or the Guarantor) and any Governmental Authority or any other Person which has had or would be reasonably likely deemed to have a Material Adverse Effect; and (iii) knowledge when any bankruptcy, insolvency or liquidation event officer of the Borrower charged with respect to responsibility for any matter that is the Primary Borrower or the Guarantorsubject of such notice requirement knows that such notice was required.

Other Notices. (a) The Borrowers shall disclose Promptly notify Bank in writing to the Administrative Agent prior to the date of any Request for Borrowing by any Borrower all Proceedings pending, or, to the actual knowledge of a Responsible Officer of the Credit Parties, threatened in writing, against any Credit Party which are reasonably likely to have a Material Adverse Effect. (b) The Borrowers shall promptly upon a Responsible Officer’s receipt of actual knowledge thereof, notify the Administrative Agent of any of the following events if such event would reasonably be likely to result in a Material Adverse Effect: (i) any material adverse change in the financial condition or business of any Credit PartyBorrower and its Subsidiaries taken as a whole; (ii) any default under any material agreement, contract, contract or other instrument to which any Credit Party it is a party or by which any of its properties are bound, or any acceleration of the maturity of any material indebtedness owing by Borrower or any Subsidiary of Borrower that could reasonably be expected to result in a Credit PartyMaterial Adverse Effect; (iii) any uninsured claim against or affecting a Credit Party Borrower, any Subsidiary of Borrower or any part of its propertiesthe properties of Borrower or Subsidiary of Borrower that could reasonably be expected to result in a Material Adverse Effect; (iv) the commencement of, and any material determination in in, any Proceeding affecting litigation with any Credit Party; or (v) any breach of Section 8.21. (c) The Primary Borrower shall promptly notify the Administrative Agent upon (i) the receipt of any notice from, or the taking of any other action by, the holder of the Primary Borrower’s promissory notes, debentures or other evidences of Indebtedness with respect to a claimed default involving a principal amount of Indebtedness in excess of $5,000,000, together with, to the extent the default is not cured at such time, a detailed statement by a Responsible Officer of the Primary Borrower specifying the notice given or other action taken by such holder and the nature of the claimed default and what action it is taking or proposes to take with respect thereto, but only if such alleged default or event of default (if it were true) would also be a Default or Event of Default; (ii) any dispute between it (or the Guarantor) and any Governmental Authority third party or any other Person which has had proceeding before any governmental agency or would unit affecting Borrower or any Subsidiary of Borrower that could reasonably be reasonably likely expected to have result in a Material Adverse Effect; (v) at least ten (10) days prior thereto, any change in Borrower's name or address as shown herein, and/or any change in Borrower's jurisdiction of organization or type of entity; (vi) the occurrence and (iii) nature of any bankruptcyReportable Event or Prohibited Transaction, insolvency each as defined in ERISA, or liquidation event any funding deficiency in excess of $5,000,000.00 in the aggregate with respect to the Primary any Plans; or (vii) any termination or cancellation (without replacement) of any insurance policy which Borrower or its Subsidiaries are required to maintain hereunder. Borrower further covenants that so long as Bank remains committed to extend credit to Borrower pursuant hereto, or any liabilities (other than Unasserted Obligations) of Borrower to Bank under any of the Guarantor.Loan Documents remain outstanding, and until payment in full of all obligations of Borrower subject hereto (other than Unasserted Obligations), Borrower will not, and cause its Subsidiaries to not, without Bank's prior written consent:

Other Notices. (a) The Borrowers shall disclose In addition to, and without in writing any way limiting, the other requirements in this Agreement provide certain notices to the Administrative Agent prior Lender, deliver to the date Lender, promptly upon any officer of any Request for Borrowing by any Borrower all Proceedings pending, or, to the actual having knowledge of a Responsible Officer of the Credit Parties, threatened in writing, against any Credit Party which are reasonably likely to have a Material Adverse Effect. (b) The Borrowers shall promptly upon a Responsible Officer’s receipt of actual knowledge thereof, notify the Administrative Agent occurrence of any of the following events if or circumstances, a written statement with respect thereto, signed by the chief financial officer of Borrower, or other authorized representative of Borrower designated from time to time pursuant to written designation by Borrower delivered to Lender, advising Lender of the occurrence of such event would reasonably be likely to result in a Material Adverse Effect: or circumstance and the steps, if any, being taken by Borrower with respect thereto: (i) any change in the financial condition Default or business Event of any Credit Party; Default; (ii) any default under litigation or proceeding involving Borrower as a defendant or in which any material agreementEligible Property of Borrower is subject, contractdirectly or indirectly, to a claim, and the amount in controversy is in excess of $100,000.00; (iii) any Reportable Event or imminently expected Reportable Event with respect to any Plan; (iv) at least 60 days prior thereto, of Borrower's opening of any new office or place of business or Borrower's closing of any existing office or place of business; (v) any labor dispute to which Borrower may become a party, any strikes or walkouts relating to any of its plants or other instrument facilities, and the expiration of any labor contract to which any Credit Party of them is a party or by which any of its properties they are bound, or any acceleration of in each case where the maturity of any material indebtedness owing by a Credit Party; (iii) any uninsured claim against or affecting a Credit Party or any of its properties; (iv) the commencement of, and any material determination in any Proceeding affecting any Credit Party; or (v) any breach of Section 8.21. (c) The Primary Borrower shall promptly notify the Administrative Agent upon (i) the receipt of any notice from, or the taking of any other action by, the holder of the Primary Borrower’s promissory notes, debentures or other evidences of Indebtedness with respect same could reasonably be expected to a claimed default involving a principal amount of Indebtedness in excess of $5,000,000, together with, to the extent the default is not cured at such time, a detailed statement by a Responsible Officer of the Primary Borrower specifying the notice given or other action taken by such holder and the nature of the claimed default and what action it is taking or proposes to take with respect thereto, but only if such alleged default or event of default (if it were true) would also be a Default or Event of Default; (ii) any dispute between it (or the Guarantor) and any Governmental Authority or any other Person which has had or would be reasonably likely to have cause a Material Adverse Effect; and Change; (iiivi) any bankruptcy, insolvency material change in the management or liquidation ownership of Borrower; and (vii) any other event with respect or occasion which could reasonably be expected to the Primary Borrower or the Guarantor.cause a Material Adverse Change;

Other Notices. (a) The Borrowers shall disclose in writing Promptly, upon having knowledge , give notice to the Administrative Agent prior to the date Lender of: (i) any notice of expropriation affecting Borrower; (ii) any Action Request or Violation Notice; (iii) any violation of any Request for Borrowing by any Borrower all Proceedings pending, or, to the actual knowledge of a Responsible Officer of the Credit Parties, threatened in writing, against any Credit Party Applicable Law which are reasonably likely could be expected to have a Material Adverse Effect.Effect on Borrower; (biv) The Borrowers shall promptly upon any default under any Debt in a Responsible Officer’s principal amount greater than $25,000 of Borrower; (v) any termination before maturity of or material default under a Material Contract or any termination, lapse, rescission or default under a Material Licence; (vi) any damage to or destruction of any Property, of Borrower having a replacement cost in excess of $25,000; (vii) the acquisition of any real property by Borrower; (viii) the receipt of actual knowledge thereofinsurance proceeds by Borrower in excess of $25,000; (ix) any Lien registered against any Property of Borrower, notify other than a Permitted Lien; (x) the Administrative Agent occurrence of any event referred to in Section 7.1(w); (xi) a Product being recalled, withdrawn, suspended or discontinued or is under consideration of being recalled, withdrawn, suspended or discontinued; (xii) a Product being the subject of a warning, consumer alert or other cautionary statement issued by any Governmental Authority; (xiii) any information or report from any Governmental Authority, indicating that any of the Products are, unsafe or unsuitable for its intended use or pose an unacceptable health risk; (xiv) any entering into of a Material Contract or Material Licence; (xv) any material adverse change in, or material adverse amendment to, or termination of a Material Contract or Material Licence; (xvi) the occurrence of any of the following above events if such event that would reasonably be likely to result in a have Material Adverse Effect: (i) any change in Effect on Mariel or on the financial condition or business of any Credit Party; (ii) any default under any material agreement, contract, or other instrument to which any Credit Party is a party or by which any of its properties are bound, or any acceleration of the maturity of any material indebtedness owing by a Credit Party; (iii) any uninsured claim against or affecting a Credit Party or any of its properties; (iv) the commencement of, and any material determination in any Proceeding affecting any Credit Party; or (v) any breach of Section 8.21Collateral. (c) The Primary Borrower shall promptly notify the Administrative Agent upon (i) the receipt of any notice from, or the taking of any other action by, the holder of the Primary Borrower’s promissory notes, debentures or other evidences of Indebtedness with respect to a claimed default involving a principal amount of Indebtedness in excess of $5,000,000, together with, to the extent the default is not cured at such time, a detailed statement by a Responsible Officer of the Primary Borrower specifying the notice given or other action taken by such holder and the nature of the claimed default and what action it is taking or proposes to take with respect thereto, but only if such alleged default or event of default (if it were true) would also be a Default or Event of Default; (ii) any dispute between it (or the Guarantor) and any Governmental Authority or any other Person which has had or would be reasonably likely to have a Material Adverse Effect; and (iii) any bankruptcy, insolvency or liquidation event with respect to the Primary Borrower or the Guarantor.

Other Notices. (a) The Borrowers shall disclose in writing Promptly, upon acquiring notice or giving notice, as the case may be, or obtaining Knowledge thereof, give written notice to the Administrative Agent prior and each Lender of: (i) any filing or commencement of, or any threat or notice of intention of any person to file or commence, any action, suit, litigation, Environmental Claim, investigation or proceeding, whether at law or in equity by or before any Governmental Authority or any other material written notice from a Governmental Authority, in each case, with respect to any Transaction Party or Tax Equity Opco, any Transaction Document or any Material Project Document, except to the date of any Request for Borrowing by any Borrower all Proceedings pendingextent that such action, orsuit, to the actual knowledge of a Responsible Officer of the Credit Partieslitigation, threatened in writingEnvironmental Claim, against any Credit Party which are investigation, proceeding or notice would not reasonably likely be expected to have a Material Adverse Effect.; (b) The Borrowers shall promptly upon a Responsible Officer’s receipt of actual knowledge thereof, notify the Administrative Agent of any of the following events if such event would reasonably be likely to result in a Material Adverse Effect: (i) any change in the financial condition or business of any Credit Party; (ii) any default under any material agreement, contract, or other instrument to which any Credit Party is a party or by which any of its properties are bound, or any acceleration of the maturity of any material indebtedness owing by a Credit Party; (iii) any uninsured claim against or affecting a Credit Party or any of its properties; (iv) the commencement of, and any material determination in any Proceeding affecting any Credit Party; or (v) any breach of Section 8.21. (c) The Primary Borrower shall promptly notify the Administrative Agent upon (i) the receipt of any notice from, or the taking of any other action by, the holder of the Primary Borrower’s promissory notes, debentures or other evidences of Indebtedness with respect to a claimed default involving a principal amount of Indebtedness in excess of $5,000,000, together with, to the extent the default is not cured at such time, a detailed statement by a Responsible Officer of the Primary Borrower specifying the notice given or other action taken by such holder and the nature of the claimed default and what action it is taking or proposes to take with respect thereto, but only if such alleged default or event of default (if it were true) would also be a Default or Event of Default; (ii) any dispute or disputes between it (a Transaction Party or Tax Equity Opco, on the Guarantor) one hand, and any Governmental Authority Person, on the other hand, which could reasonably be expected to have a Material Adverse Effect and that involve (i) claims against such Transaction Party or Tax Equity Opco, (ii) injunctive or declaratory relief, or (iii) revocation, material modification, or suspension of any other Person applicable Permit or imposition of additional material conditions with respect thereto; (iii) any matter which has had has, or would could reasonably be expected to have, a Material Adverse Effect; (iv) (x) the occurrence of, or notice given or received by a Transaction Party or a Tax Equity Opco of, any event of default or termination in respect of any breach, default or claim under a Material Project Document and (y) the occurrence of, or notice given or received by a Transaction Party or a Tax Equity Opco in respect of, any breach, default or claim under any Other Document that could reasonably likely be expected to have a Material Adverse Effect; and and (iiiv) to the extent the Sponsor is not a reporting company, the occurrence of any bankruptcy, insolvency or liquidation event with respect to the Primary Borrower or Sponsor which would have necessitated the Guarantorfiling on Form 8-K with the SEC if the Sponsor was a reporting company.

Other Notices. The Seller Parties will deliver to the Purchaser: (ai) The Borrowers Promptly after the sending or filing thereof, copies of all regular and periodic financial reports which STC or any Subsidiary shall disclose file with the SEC or any national securities exchange. (ii) Immediately after the commencement thereof, notice in writing to the Administrative Agent prior to the date of all litigation and of all proceedings before any Request for Borrowing by governmental or regulatory agency affecting STC or any Borrower all Proceedings pendingof its Subsidiaries which, orif adversely determined, to the actual knowledge of a Responsible Officer of the Credit Parties, threatened in writing, against any Credit Party which are could be reasonably likely expected to have a Material Adverse Effect. (b) The Borrowers shall promptly upon Effect or which seek a Responsible Officer’s receipt of actual knowledge thereof, notify the Administrative Agent of any of the following events if such event would reasonably be likely to result in a Material Adverse Effect: (i) any change in the financial condition or business of any Credit Party; (ii) any default under any material agreement, contract, or other instrument to which any Credit Party is a party or by which any of its properties are bound, monetary recovery against STC or any acceleration of the maturity of any material indebtedness owing by a Credit Party; Subsidiary (iiiother than Seller) any uninsured claim against or affecting a Credit Party or any of its properties; (iv) the commencement of, and any material determination in any Proceeding affecting any Credit Party; or (v) any breach of Section 8.21. (c) The Primary Borrower shall promptly notify the Administrative Agent upon (i) the receipt of any notice from, or the taking of any other action by, the holder of the Primary Borrower’s promissory notes, debentures or other evidences of Indebtedness with respect to a claimed default involving a principal amount of Indebtedness combined in excess of $5,000,00010,000,000 or in any amount greater than or equal to $15,77518,600 against Seller. (iii) As promptly as practicable (but in any event not later than five Business Days) after an officer of any Seller Party obtains knowledge of the occurrence of any Potential Amortization Event or Amortization Event, notice of such occurrence, together with, to the extent the default is not cured at such time, with a detailed statement by a Responsible Officer of such Seller Party of the Primary Borrower specifying the notice given or other action steps being taken by such holder and Seller Party to cure the effect of such event. (iv) Promptly upon becoming aware of any Reportable Event or the occurrence of a prohibited transaction (as defined in Section 4975 of the Code or Section 406 of ERISA) in connection with any Plan or any trust created thereunder, which could reasonably be expected to result in a liability to STC or any Subsidiary other than Seller in excess of (A) $20,000,000 in the case of STC or any Subsidiary other than Seller, or (B) any amount greater than or equal to $15,77518,600 in the case of Seller, a written notice specifying the nature of the claimed default and thereof, what action it STC or such Subsidiary, as applicable, has taken, is taking or proposes to take with respect thereto, but only if such alleged default and, when known, any action taken or event threatened by the Internal Revenue Service, the Pension Benefit Guaranty Corporation or the Department of default Labor with respect thereto. (if it were truev) would also be Promptly upon their receipt, copies of (i) all notices received by STC, any Subsidiary or ERISA Affiliate of the Pension Benefit Guaranty Corporation’s intent to terminate any Plan or to have a Default or Event of Default; trustee appointed to administer any Plan, and (ii) all notices received by STC, any dispute between it (or the Guarantor) and any Governmental Authority Subsidiary or any ERISA Affiliate from a Multiemployer Plan concerning the imposition or amount of withdrawal liability imposed pursuant to Section 4202 of ERISA, which withdrawal liability individually or in the aggregate exceeds (A) $20,000,000 in the case of STC or any Subsidiary other Person which than Seller, or (B) any amount greater than or equal to $15,77518,600 in the case of Seller. (vi) Promptly after the occurrence thereof, notice of any Accounting Practices Change. (vii) Notice of the occurrence of any event or condition that has had or would be reasonably likely to have a Material Adverse Effect; and . (iiiviii) Notice of the occurrence of the “Termination Date” under the Sale Agreement. (ix) At least ten (10) days prior to any bankruptcyproposed change of the Independent Manager, insolvency or liquidation event notice of such proposed change together with respect a certificate of Seller certifying that the proposed replacement manager satisfies the criteria set forth in the definition of “Independent Manager.” (x) Promptly following any change that would result in a change to the Primary Borrower status of the Seller as an excluded “Legal Entity Customer” under the Beneficial Ownership Rule, the Seller shall execute and deliver to the Purchaser, a Certification of Beneficial Owner(s) complying with the Beneficial Ownership Rule, in form and substance reasonably acceptable to the Purchaser. (xi) Such other information respecting the Receivables or the Guarantorfinancial condition and results of operations of STC or any Subsidiary as the Purchaser may from time to time reasonably request.

Other Notices. (a) The Borrowers shall disclose in writing to the Administrative Agent prior to the date of any Request for Borrowing by any Borrower all Proceedings pending, or, to the actual knowledge of a Responsible Officer of the Credit PartiesBorrowers, threatened in writing, against any Credit Party Borrower which are reasonably likely to have a Material Adverse Effect. (b) The Borrowers shall promptly upon a Responsible Officer’s receipt of actual knowledge thereof, notify the Administrative Agent of any of the following events if such event would reasonably be likely to result in a Material Adverse Effect: (i) any change in the financial condition or business of any Credit PartyBorrower; (ii) any default under any material agreement, contract, or other instrument to which any Credit Party Borrower is a party or by which any of its properties are bound, or any acceleration of the maturity of any material indebtedness owing by a Credit PartyBorrower; (iii) any uninsured claim against or affecting a Credit Party Borrower or any of its properties; (iv) the commencement of, and any material determination in any Proceeding affecting any Credit PartyBorrower; or (v) any breach of Section 8.218.10. (c) The Primary Borrower shall promptly notify the Administrative Agent upon (i) the receipt of any notice from, or the taking of any other action by, the holder of the Primary Borrower’s promissory notes, debentures or other evidences of Indebtedness with respect to a claimed default involving a principal amount of Indebtedness in excess of $5,000,000, together with, to the extent the default is not cured at such time, a detailed statement by a Responsible Officer of the Primary Borrower specifying the notice given or other action taken by such holder and the nature of the claimed default and what action it is taking or proposes to take with respect thereto, but only if such alleged default or event of default (if it were true) would also be a Default or Event of Default; (ii) any dispute between it (or the Guarantor) and any Governmental Authority or any other Person which has had or would be reasonably likely to have a Material Adverse Effect; and (iii) any bankruptcy, insolvency or liquidation event with respect to the Primary Borrower or the GuarantorBorrower.