State-Specific Notifications. The following notification is provided to you pursuant to certain state laws regarding invention assignments by employees. (I) FOR ANY TIME DURING WHICH YOU ARE EMPLOYED IN THE STATES OF CALIFORNIA, DELAWARE, ILLINOIS, KANSAS, MINNESOTA, NEW JERSEY, NORTH CAROLINA, UTAH OR WASHINGTON BY VERIZON OR ANY RELATED COMPANY, THIS IS TO NOTIFY you, in accordance with the laws of the aforementioned states, that this Agreement does not require you to assign or offer to assign to Verizon or any Related Company any invention that you developed entirely on your own time without using the equipment, supplies, facilities or trade secret information of Verizon or a Related Company except for those inventions that either: # Relate at the time of conception or reduction to practice of the invention to the business, or actual or demonstrably anticipated research or development, of Verizon or a Related Company; or # Result from any work performed by you for Verizon or a Related Company. (II) You are not required to assign an invention that is excluded from assignment in part # to Verizon or a Related Company during the time you are employed in the states noted above. (III) The exclusion of part # does not apply to any patent or invention covered by a contract between Verizon or a Related Company and the United States or any of its agencies requiring full title to such patent or invention to be in the United States.

If the Participant lives or works in California at the time of or after termination of employment, Section 19(b) and Section 19(d) do not apply after the Participant’s employment with the Corporation or its Affiliates ends.

This Section 5 is subject to the following limitations or agreements for employees based in the specific States listed below. The Company agrees to these limitations solely for the purpose of compliance with each State’s laws. If your employment with the Company is not based in the following States, you agree that the paragraph above applies to you in full.

Borrower /Guarantor (to the attention of both):

Notifications. Administrative Agent shall promptly notify Borrower and Lenders of the interest rate applicable to any Interest Period for Term SOFR Portions upon determination of such interest rate. At any time that Base Rate Portions are outstanding, Administrative Agent shall notify Borrower and Lenders of any change in [[Administrative Agent:Organization]]’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

Specific Performance. It is acknowledged by both parties that damages will be an inadequate remedy to Employer in the event that Employee breaches or threatens to breach his commitments under Section 3 or under the Invention and Trade Secret Agreement. Therefore, it is agreed that Employer may institute and maintain an action or proceeding to compel the specific performance of the promises of Employee contained herein and therein. Such remedy shall, however, be cumulative, and not exclusive, to any other remedy, which Employer may have.

Specific Performance. The Parties agree that irreparable damage would occur in the event that the provisions of this Services Agreement were not performed in accordance with their specific terms. Accordingly, subject to Section 9.13 it is hereby agreed that the Parties shall be entitled to # an injunction or injunctions to enforce specifically the terms and provisions hereof in any arbitration in accordance with Article VIII of the Separation Agreement, # provisional or temporary injunctive relief in accordance therewith in any New York Court, and # enforcement of any such award of an arbitral tribunal or a New York Court in any court of the United States, or any other any court or tribunal sitting in any state of the United States or in any foreign country that has jurisdiction, this being in addition to any other remedy or relief to which they may be entitled.

Specific Performance. The parties acknowledge and agree that any breach of the terms of this Agreement would give rise to irreparable harm for which money damages would not be an adequate remedy, and, accordingly, the parties agree that, in addition to any other remedies, each will be entitled to enforce the terms of this Agreement by a decree of specific performance without the necessity of proving the inadequacy of money damages as a remedy and without the necessity of posting bond.

Specific Covenants. The Borrowers fail to perform or observe any term, covenant or agreement contained in any of [Section 6.01, 6.02, 6.03, 6.05, 6.07]7]7]7]7] (with respect to maintenance of insurance), 6.10, 6.11 or 6.12 or Article VII or the Guaranty given by any Guarantor or any provision thereof shall cease to be in full force and effect (other than as a result of a release of the applicable Guarantor in accordance with the terms and conditions hereof), or any Guarantor or any Person acting by or on behalf of such Guarantor shall deny or disaffirm in writing such Guarantor’s obligations under such guaranty, or any Guarantor shall default in the due performance or observance of any term, covenant or agreement on its part to be performed or observed pursuant to any Guaranty; or

Specific Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of # [Section 7.01 or 7.03(a)], if such failure continues for three Business Days or # Section 7.05, 7.11, 7.177], or Article VIII; provided that, any Event of Default under [Section 8.10] shall not constitute an Event of Default with respect to any Term Loan Facility until the earlier of # the date that is 30 days after the date such Event of Default arises with respect to the Revolving Credit Facility and # the date on which the Administrative Agent or the Revolving Credit ​ exercise any remedies with respect to the Revolving Credit Facility in accordance with Section 9.02; provided, further, that any Event of Default under [Section 8.10] may be waived, amended or otherwise modified from time to time pursuant to [clause (i) of Section 11.01]; or