Common use of Litigation and Other Notices Clause in Contracts

Litigation and Other Notices. Furnish to the Administrative Agent written notice of the following promptly after any Responsible Officer of the Borrower obtains actual knowledge thereof: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or written notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against the Borrower or any of its subsidiaries as to which would reasonably be expected to have a Material Adverse Effect; (c) any other development specific to the Borrower or any of its subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) the occurrence of any ERISA Event that, together with all other ERISA Events that have occurred, would reasonably be expected to have a Material Adverse Effect; (e) any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiaries thereof; and (f) any (i) degradation in advance rates under a Qualified Securitization Financing which results in a change in the average Advance Ratio for accounts receivable under such Qualified Securitization Financing of more than 20% as compared to the average Advance Ratio for the same month in the prior year and that such change in the Advance Ratio would be reasonably expected to result in a Default under Section 6.10 as reasonably determined by the Borrower in good faith or (ii) an increase of more than 2.00% on the interest rate spread for the then existing Securitization Financing; provided further that any changes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as in effect on the Closing Date (or such the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment to the pricing of such Qualified Securitization Financing.

Litigation and Other Notices. Furnish to the Administrative Agent Lender prompt written notice of the following promptly after any Responsible Officer of the Borrower obtains actual knowledge thereoffollowing: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or written notice of intention of any person Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitrationAuthority, against the Borrower or any of its subsidiaries as to which would Affiliate thereof that could reasonably be expected to have result in a Material Adverse Effect; (c) any other development specific to the Borrower or any of its subsidiaries that is not a matter of general public knowledge and that has hadresulted in, or would could reasonably be expected to haveresult in, (i) a Material Adverse EffectEffect or (ii) a failure to satisfy the covenant set forth in Section 6.12 at any time; (d) any change in the occurrence Borrower’s corporate rating by Moody’s or S&P, or any change in any Insurance Subsidiary’s rating by A.M. Best, or any notice from any such agency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicable; (e) the receipt of any ERISA Event thatnotice from any Governmental Authority of the expiration without renewal, together revocation, suspension or restriction of, or the institution of any proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance with all other ERISA Events applicable laws and regulations and provide a copy of such notice; (f) the receipt of any notice from any Governmental Authority of the institution of any material disciplinary proceedings against or in respect of any Insurance Subsidiary, or the issuance of any material order, the taking of any material action or any request for an extraordinary audit for cause by any Governmental Authority and provide a copy of such notice; (g) any material judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that have occurredhas been issued or adopted; or (h) the receipt by any Material Insurance Subsidiary of any notice of termination, would cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation or recapture of any Reinsurance Agreement that (i) occurs pursuant to a special termination or similar clause or is otherwise outside the ordinary course of business or (ii) could reasonably be expected to have a Material Adverse Effect; (e) any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiaries thereof; and (f) any (i) degradation in advance rates under a Qualified Securitization Financing which results in a change in the average Advance Ratio for accounts receivable under such Qualified Securitization Financing of more than 20% as compared to the average Advance Ratio for the same month in the prior year and that such change in the Advance Ratio would be reasonably expected to result in a Default under Section 6.10 as reasonably determined by the Borrower in good faith or (ii) an increase of more than 2.00% on the interest rate spread for the then existing Securitization Financing; provided further that any changes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as in effect on the Closing Date (or such the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment to the pricing of such Qualified Securitization Financing.

Litigation and Other Notices. Furnish to the Administrative Agent Lender written notice of the following promptly after (and, in any Responsible Officer event, within three Business Days of the Borrower obtains actual occurrence or obtaining knowledge thereof:): (a) the institution of any Event action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Borrower, or any property of Default Borrower (collectively, “Proceedings”) not previously disclosed in writing by Borrower to Lender that would reasonably be expected to result in a Material Adverse Effect, or Defaultany material development in any such Proceeding, specifying in each case together with such other information as may be reasonably available to Borrower to enable Lender and its counsel to evaluate such matters (to the nature extent delivery of such information will not violate any confidentiality obligations binding upon Lender or constitute a waiver of attorney client privilege and extent thereof and the corrective action (if any) proposed in any event excluding any information concerning Proceedings relating to be taken with respect theretoworkers’ compensation claims); (b) the filing or commencement ofcopies of all notices provided to Borrower pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, or any written threat or written notice copies of intention of any person all amendments to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against the Borrower or any of its subsidiaries as to which would reasonably be expected to have a the documents evidencing Material Adverse EffectIndebtedness; (c) the institution of any special or other development specific to the Borrower assessments (other than ad valorem taxes) for public improvements or otherwise affecting any Real Estate, or any of its subsidiaries contemplated improvements to such Real Estate that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effectresult in such special or other assessments; (d) the occurrence of any Default or Event of Default; (e) the occurrence, or any Responsible Officer of Borrower obtaining knowledge of a forthcoming occurrence, of any ERISA Event and in any event within 10 days after any Responsible Officer of Borrower knows of such ERISA Event, a written notice specifying the nature thereof, what actions Borrower or ERISA Affiliate has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; (f) at the request of Lender following the occurrence of any Event of Default, a complete and accurate list of the names and addresses of each Subcontractor; and (g) any other developments or events that, together with all other ERISA Events that individually or in the aggregate, have occurredresulted in, or would reasonably be expected to have result in, a Material Adverse Effect; . Each notice pursuant to clauses (ea) any material change in accounting policies or financial reporting practices and (g) of this Section 5.02 shall be accompanied by any Loan Party or any Subsidiaries thereof; and (f) any (i) degradation in advance rates under a Qualified Securitization Financing which results in statement of a change in Responsible Officer setting forth details of the average Advance Ratio for accounts receivable under such Qualified Securitization Financing of more than 20% as compared occurrence referred to the average Advance Ratio for the same month in the prior year therein and that such change in the Advance Ratio would be reasonably expected stating what action Borrower proposes to result in a Default under Section 6.10 as reasonably determined by the Borrower in good faith or (ii) an increase of more than 2.00% on the interest rate spread for the then existing Securitization Financing; provided further that any changes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as in effect on the Closing Date (or such the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment to the pricing of such Qualified Securitization Financingtake with respect thereto.

Litigation and Other Notices. Furnish to the Administrative Agent written notice of the following promptly after (and, in any Responsible Officer event, within three Business Days of the Borrower obtains actual occurrence or obtaining knowledge thereof:): (a) the institution of any Event action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting any Company, or any property of Default any Company (collectively, “Proceedings”) not previously disclosed in writing by Borrower to the Administrative Agent that would reasonably be expected to result in a Material Adverse Effect, or Defaultany material development in any such Proceeding, specifying in each case together with such other information as may be reasonably available to the nature Loan Parties to enable the Administrative Agent and its counsel to evaluate such matters (to the extent thereof delivery of such information will not violate any confidentiality obligations binding upon the Loan Parties or constitute a waiver of attorney client privilege and the corrective action (if any) proposed in any event excluding any information concerning Proceedings relating to be taken with respect theretoworkers’ compensation claims); (b) the filing or commencement ofcopies of all notices provided to any Company pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, or any written threat or written notice copies of intention of any person all amendments to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against the Borrower or any of its subsidiaries as to which would reasonably be expected to have a the documents evidencing Material Adverse EffectIndebtedness; (c) the institution of any special or other development specific to the Borrower assessments (other than ad valorem taxes) for public improvements or otherwise affecting any Real Estate, or any of its subsidiaries contemplated improvements to such Real Estate that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effectresult in such special or other assessments; (d) the occurrence of any Default or Event of Default; (e) the occurrence, or any Responsible Officer of a Loan Party obtaining knowledge of a forthcoming occurrence, of any ERISA Event and in any event within 10 days after any Responsible Officer of a Loan Party knows of such ERISA Event, a written notice specifying the nature thereof, what actions the affected Loan Party or ERISA Affiliate has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; (f) at the request of the Administrative Agent following the occurrence of any Event of Default, a complete and accurate list of the names and addresses of each Subcontractor; and (g) any other developments or events that, together with all other ERISA Events that individually or in the aggregate, have occurredresulted in, or would reasonably be expected to have result in, a Material Adverse Effect; . Each notice pursuant to clauses (ea) any material change in accounting policies or financial reporting practices and (g) of this Section 5.02 shall be accompanied by any a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the relevant Loan Party or any Subsidiaries thereof; and (f) any (i) degradation in advance rates under a Qualified Securitization Financing which results in a change in the average Advance Ratio for accounts receivable under such Qualified Securitization Financing of more than 20% as compared proposes to the average Advance Ratio for the same month in the prior year and that such change in the Advance Ratio would be reasonably expected to result in a Default under Section 6.10 as reasonably determined by the Borrower in good faith or (ii) an increase of more than 2.00% on the interest rate spread for the then existing Securitization Financing; provided further that any changes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as in effect on the Closing Date (or such the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment to the pricing of such Qualified Securitization Financingtake with respect thereto.

Litigation and Other Notices. Furnish to each Agent, the Administrative Agent and each Lender written notice of the following promptly after any upon a Responsible Officer of the Borrower obtains actual or any Subsidiary obtaining knowledge thereof: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat notice to SSCC, the Borrower or written notice any Subsidiary of the intention of any person Person to file or commence, any action, suit or proceeding, proceeding (whether at law or in equity or by or before any Governmental Authority or in arbitrationany arbitrator) against SSCC, against the Borrower or any of its subsidiaries as to which would Affiliate thereof that, if adversely determined, could reasonably be expected to have result in a Material Adverse Effect; (c) any other development specific to the Borrower or any of its subsidiaries that is not a matter of general public knowledge and that has hadresulted in, or would could reasonably be expected anticipated to haveresult in, a Material Adverse Effect; (d) the occurrence of any ERISA Event that, alone or together with all other ERISA Events that have occurredEvents, would could reasonably be expected to have result in increased liability of the Borrower, any of the Subsidiaries or any ERISA Affiliates in an aggregate amount more than $30,000,000 greater than the liability as of the Closing Date estimated in good faith with reference to the following: (i) the Plans’ and Multiemployer Plans’ funded status as of the most recent valuation or other statement of financial condition prior to the Closing Date; or (ii) withdrawal liability with respect to a Material Adverse Effect;Multiemployer Plan as of the most recent estimate of withdrawal liability for such Multiemployer Plan received before the Closing Date; and (e) any material change in accounting policies casualty or financial reporting practices by other insured damage to any Loan Party material portion of any Mortgaged Property or the commencement of any action or proceeding for the taking or expropriation of any Mortgaged Property or any Subsidiaries thereof; and (f) any (i) degradation in advance rates material part thereof or material interest therein under a Qualified Securitization Financing which results in a change in the average Advance Ratio for accounts receivable under such Qualified Securitization Financing power of more than 20% as compared to the average Advance Ratio for the same month in the prior year and that such change in the Advance Ratio would be reasonably expected to result in a Default under Section 6.10 as reasonably determined eminent domain or by the Borrower in good faith condemnation or (ii) an increase of more than 2.00% on the interest rate spread for the then existing Securitization Financing; provided further that any changes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as in effect on the Closing Date (or such the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment to the pricing of such Qualified Securitization Financingsimilar proceeding.

Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of Holdings or the Borrower obtains actual knowledge thereof: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or written notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against Holdings, the Borrower or any of its subsidiaries the Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (c) any other development specific to Holdings, the Borrower or any of its subsidiaries the Subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) the occurrence of any ERISA Event that, together with all other ERISA Events that have occurredEvents, would reasonably be expected to have a Material Adverse Effect;, such notice to include the details as to such occurrence and any notices received by Holdings, the Borrower, such Subsidiary or ERISA Affiliate from the PBGC or any other government agency, or (to the extent known and available to Holdings, the Borrower, such Subsidiary or such ERISA Affiliate and permitted by applicable confidentiality obligations) a Plan participant with respect thereto; or that a Plan has an Unfunded Pension Liability which, when added to the aggregate amount of Unfunded Pension Liabilities with respect to all other Plans, exceeds the aggregate amount of such Unfunded Pension Liabilities that existed on the Closing Date by an amount that would reasonably be expected to have a Material Adverse Effect; and (e) the execution and delivery of any material change in accounting policies amendment, restatement, supplement or financial reporting practices by other modification to or waiver of any Loan Party or any Subsidiaries thereof; and (f) any (i) degradation in advance rates under a Qualified Securitization Financing which results in a change in the average Advance Ratio for accounts receivable under such Qualified Securitization Financing of more than 20% as compared to the average Advance Ratio for the same month in the prior year and that such change in the Advance Ratio would be reasonably expected to result in a Default under Section 6.10 as reasonably determined by the Borrower in good faith or (ii) an increase of more than 2.00% on the interest rate spread for the then existing Securitization Financing; provided further that any changes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as in effect on the Closing Date (or such the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment to the pricing of such Qualified Securitization FinancingSecond Lien Note Document.

Litigation and Other Notices. Furnish For as long as any Note remains outstanding, the Company shall promptly, to the Administrative Agent written extent not prohibited by law, give each Purchaser notice of the following promptly after any Responsible Officer of the Borrower obtains actual knowledge thereofin writing of: (a) within three Trading Days following the knowledge by the Company thereof, any Event Action before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) affecting the Company, any Subsidiary, any director and/or officer including but not limited to, any Action involving a claim of Default violation of or Defaultliability under federal or state securities laws, specifying the nature and extent thereof and the corrective action a claim of breach of fiduciary duty or any investigation by a governmental or administrative agency or regulatory authority (if any) proposed to be taken with respect theretofederal, state county, local or foreign); (b) within three Trading Days following the filing or commencement of, or any written threat or written notice of intention of any person to file or commenceoccurrence thereof, any action, suit Default or proceeding, whether at law Event of Default or in equity event that has had or by or before any Governmental Authority or in arbitration, against the Borrower or any of its subsidiaries as to which would could reasonably be expected to have a Material Adverse Effect; (c) upon the consummation of any other development specific to acquisition or investment by the Borrower Company or any of its subsidiaries that is not a matter Subsidiaries and as and at the end of general public knowledge and that has had, or would reasonably be expected to haveeach fiscal year, a Material Adverse Effectrestatement of Schedule 3.1(ss) hereto with respect to the following items: (i) the call letters and designated market area of each Station, (ii) all of the network affiliation agreements for the primary channel of such Station, (iii) the FCC Licenses of the Company and its Subsidiaries with respect to such Stations and (iv) the termination date, if any, of each such network affiliation agreement and FCC License; (d) promptly upon their becoming available, copies of (i) all press releases and other statements made available generally by the occurrence Company or any of its Subsidiaries to the public concerning material developments in the business of the Company or any of its Subsidiaries, (ii) any material non-routine correspondence or official notices received by the Company, or any of its Subsidiaries from the FCC or other communications regulatory authority, and (iii) all material information filed by the Company or any of its Subsidiaries with the FCC; and (e) within three Trading Days following receipt of notice thereof (i) any forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or material modification of any ERISA Event thatmaterial License held by the Company or any of its Subsidiaries, together or any notice of default or forfeiture with all respect to any such License, (ii) any complaint or other ERISA Events that have occurredmatter filed with or communicated to the FCC or other Governmental Authority of which the Company and any of its Subsidiaries has knowledge which, would individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; , or (eiii) any lapse, termination or relinquishment of any material change in accounting policies License held by the Company or financial reporting practices any of its Subsidiaries, or any refusal by any Loan Party Governmental Authority or agency (including the FCC) to renew or extend any Subsidiaries thereof; and (f) such License. Any such information provided to any (i) degradation in advance rates under a Qualified Securitization Financing which results in a change in Purchaser shall comply with the average Advance Ratio for accounts receivable under such Qualified Securitization Financing requirements of more than 20% as compared to the average Advance Ratio for the same month in the prior year and that such change in the Advance Ratio would be reasonably expected to result in a Default under Section 6.10 as reasonably determined by the Borrower in good faith or (ii) an increase of more than 2.00% on the interest rate spread for the then existing Securitization Financing; provided further that any changes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as in effect on the Closing Date (or such the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment to the pricing of such Qualified Securitization Financing4.6 above.

Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of Holdings or the Borrower obtains actual knowledge thereof: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or written notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against Holdings, the Borrower or any of its subsidiaries the Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (c) any other development specific to Holdings, the Borrower or any of its subsidiaries the Subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) the occurrence of any ERISA Event that, together with all other ERISA Events that have occurredEvents, would reasonably be expected to have a Material Adverse Effect;, such notice to include the details as to such occurrence and any notices received by Holdings, the Borrower, such Subsidiary or ERISA Affiliate from the PBGC or any other government agency, or (to the extent known and available to Holdings, the Borrower, such Subsidiary or such ERISA Affiliate and permitted by applicable confidentiality obligations) a Plan participant with respect thereto; or that a Plan has an Unfunded Pension Liability which, when added to the aggregate amount of Unfunded Pension Liabilities with respect to all other Plans, exceeds the aggregate amount of such Unfunded Pension Liabilities that existed on the Closing Date by an amount that would reasonably be expected to have a Material Adverse Effect; and (e) the execution and delivery of any material change in accounting policies amendment, restatement, supplement or financial reporting practices by other modification to or waiver of any Loan Party Second Lien Note Document or any Subsidiaries thereof; and (f) any (i) degradation in advance rates under a Qualified Securitization Financing which results in a change in the average Advance Ratio for accounts receivable under such Qualified Securitization Financing of more than 20% as compared to the average Advance Ratio for the same month in the prior year and that such change in the Advance Ratio would be reasonably expected to result in a Default under Section 6.10 as reasonably determined by the Borrower in good faith or (ii) an increase of more than 2.00% on the interest rate spread for the then existing Securitization Financing; provided further that any changes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as in effect on the Closing Date (or such the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment to the pricing of such Qualified Securitization Financing2010 Second Lien Note Document.

Litigation and Other Notices. Furnish to the Administrative Agent written notice of the following promptly after any Responsible Officer of the Borrower obtains actual knowledge thereof: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or written notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against the Borrower or any of its subsidiaries as to which would reasonably be expected to have a Material Adverse Effect; (c) any other development specific to the Borrower or any of its subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) the occurrence of any ERISA Event that, together with all other ERISA Events that have occurred, would reasonably be expected to have a Material Adverse Effect; (e) any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiaries thereof; and (f) any (i) degradation in advance rates under a Qualified Securitization Financing which results in a change in the average Advance Ratio for accounts receivable under such Qualified Securitization Financing of more than 20% as compared to the average Advance Ratio for the same month in the prior year and that such change in the Advance Ratio would be reasonably expected to result in a Default under Section 6.10 as reasonably determined by the Borrower in good faith or (ii) an increase of more than 2.00% on the interest rate spread for the then existing Securitization Financing; provided provided, further that any changes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as in effect on the Closing Date (or such the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment to the pricing of such Qualified Securitization Financing.

Litigation and Other Notices. Furnish Promptly upon a Responsible Officer obtaining knowledge of the occurrence of any of the following events, Holdings will furnish to the Administrative Agent and the Collateral Agent for further distribution to each Issuing Bank and each Lender prompt written notice of the following promptly after any Responsible Officer of the Borrower obtains actual knowledge thereofor copies, as applicable, of: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or written notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any arbitrator or Governmental Authority or in arbitrationAuthority, against Holdings or any Subsidiary that could reasonably be expected to result in a Material Adverse Effect; (c) the Borrower occurrence of any ERISA Event described in clause (b) of the definition thereof or any other ERISA Event that, alone or together with any other ERISA Events that have occurred, has resulted in liability to one or more of Holdings and the Subsidiaries in an aggregate amount exceeding U.S.$15,000,000; (d) if requested by the Administrative Agent, promptly following any receipt by a Loan Party of such documents pursuant to its request, copies of (i) any documents described in Section 101(k) of ERISA that Holdings, the Borrower, or any of its subsidiaries as Subsidiaries request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(1) of ERISA that Holdings, the Borrower, or any of its Subsidiaries request with respect to any Multiemployer Plan; (e) (i) any investigation or proposed investigation by the UK Pensions Regulator which would may lead to the issue of a Financial Support Direction or a Contribution Notice to Holdings or any Subsidiary, or (ii) copies of any Financial Support Direction or Contribution Notice received by Holdings or any Subsidiary from the UK Pensions Regulator; (f) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; (g) any public announcement of a change in the rating of the Facilities, if any, by either Xxxxx’x, S&P or any successor rating agency; (h) promptly after the assertion or occurrence thereof, notice of (i) any proceeding, action, suit, notice, investigation or claim against or of any noncompliance by Holdings or any of the Subsidiaries with any Environmental Law or Environmental Permit or (ii) any other Environmental Liability that, in either case, could reasonably be expected to have a Material Adverse Effect; (c) any other development specific to the Borrower or any of its subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) the occurrence of any ERISA Event that, together with all other ERISA Events that have occurred, would reasonably be expected to have a Material Adverse Effect; (e) any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiaries thereof; and (f) any (i) degradation in advance rates under a Qualified Securitization Financing which results in a change in the average Advance Ratio for accounts receivable under such Qualified Securitization Financing of more than 20% as compared with respect to the average Advance Ratio for the same month in the prior year and that such change in the Advance Ratio would be reasonably expected to result in a Default under Section 6.10 as reasonably determined acquisition of any Hotel Real Property by the Borrower in good faith Holdings or (ii) an increase of more than 2.00% on the interest rate spread for the then existing Securitization Financing; provided further that any changes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as in effect on Subsidiary after the Closing Date Date, such information (or other than the acquisition price and any information subject to a non-disclosure agreement) regarding the acquisition and such Hotel Real Property as the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment to the pricing of such Qualified Securitization FinancingAdministrative Agent may reasonably request.

Litigation and Other Notices. Furnish to the Administrative Agent written notice of Agent, the following Issuing Bank and each Lender, promptly after any Responsible Officer of the Borrower Parent or any Subsidiary obtains actual knowledge thereof, written notice of the following: (a) any Default or Event of Default or Default, specifying the nature and extent thereof and the corrective action (action, if any) , taken or proposed to be taken with respect thereto; (b) not later than five (5) Business Days after receipt of official written notice, the filing or commencement of, or (to the extent permitted by law, rule or regulation) any written threat or written notice of intention of any person to file or commence, any investigation, action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitrationAuthority, against the Borrower Parent or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days thereof, the occurrence of its subsidiaries as to which would any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse Effect; (cd) not later than five (5) Business Days after receipt of official written notice, any other development specific to the Borrower or any of its subsidiaries that is not a matter of general public knowledge and that has hadresulted in, or would could reasonably be expected to haveresult in, a Material Adverse Effect; (d) an Exclusion Event, including any notice by the occurrence OIG of exclusion or proposed exclusion of the Parent or any ERISA Event thatSubsidiary from any Medical Reimbursement Program in which it participates, together with all and any other ERISA Events development that have occurredhas resulted in, would or could reasonably be expected to have result in, a Material Adverse Effect; (e) not later than five (5) Business Days after receipt of official written notice, commencement of any material change in accounting policies audit of the Parent or financial reporting practices any Subsidiary by any Loan Party regulatory authority, including any HMO Regulator, and commencement of any proceeding or other action against the Parent or any Subsidiary, in each case, that could reasonably be expected to result in a suspension, revocation or termination of any material contract of the Parent or any Subsidiary with respect to Medicaid or Medicare, including any such contract to be a Medicare Advantage Organization, in each case to the extent such suspension, revocation or termination is material to the Parent and its Subsidiaries thereoftaken as a whole; and (f) receipt by the Parent or any Subsidiary of (i) degradation in advance rates under a Qualified Securitization Financing which results in a change in the average Advance Ratio for accounts receivable under such Qualified Securitization Financing any notice of more than 20% as compared suspension or forfeiture of any material certificate of authority or similar license of any HMO Subsidiary to the average Advance Ratio for extent such suspension or forfeiture is material to the same month in Parent and its Subsidiaries, taken as a whole and (ii) to the prior year and that such change in the Advance Ratio would extent permitted by law, rule or regulation, any other material notice of deficiency, compliance order or adverse report issued by any regulatory authority, including any HMO Regulator, or private insurance company pursuant to a material provider agreement that, if not promptly complied with or cured, could reasonably be reasonably expected to result in a Default under Section 6.10 the suspension or forfeiture of any certification, license, permit, authorization or other approval necessary for such HMO Subsidiary to carry on its business as reasonably determined by the Borrower in good faith then conducted or (ii) an increase of more than 2.00% on the interest rate spread for the then existing Securitization Financing; provided further that any changes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as termination of any insurance or reimbursement program then available to any HMO Subsidiary, in effect on the Closing Date (or such the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment each case to the pricing of extent such Qualified Securitization Financingsuspension, termination or forfeiture is material to the Parent and its Subsidiaries, taken as a whole.

Litigation and Other Notices. Furnish Holdings and the Borrowers will furnish to the Administrative Agent prompt written notice of the following promptly after any Responsible Officer of the Borrower obtains actual knowledge thereoffollowing: (a) (i) the occurrence of any Default or Event of Default (including as a result of the occurrence of any “default” or “event of default” (however denominated) under the Permitted Note Facility or any other definitive documentation for the Notes (it being understood that, for purposes of this clause (i), any Event of Default or Default, specifying that refers to an opinion of the nature and extent thereof Required Lenders shall be deemed to instead refer to an opinion of Holdings and the corrective action Company, acting reasonably) or (if anyii) proposed to be taken with respect theretoHoldings or any Subsidiary receiving from (A) any noteholder, trustee or agent under the Permitted Note Facility, or any other definitive documentation for the Notes, any notice alleging that a “default” or “event of default” has occurred thereunder, (B) any Crack Spread Hedging Counterparty, any notice alleging that a “default”, “event of default” or “termination event” has occurred under the Crack Spread Hedging Agreement or the Crack Spread Hedging Documents or (C) Valero Marketing, or any Affiliate thereof, any notice alleging a default in the performance, observance or fulfillment of any material obligation of the Company under the Offtake Agreement; (b) (i) the filing or commencement of, or Holdings or any written Subsidiary obtaining any knowledge, including of any threat or written notice of intention of any person Person to file or commence, any action, suit or proceeding, including any Intellectual Property Claim, whether at law or in equity or by or before any Governmental Authority or in arbitrationAuthority, against the Borrower Holdings or any Subsidiary or other Affiliate thereof, (ii) any pending or threatened labor dispute, strike or walkout, or the expiration of its subsidiaries as to which would any material labor contract, or (iii) any default under or termination of a Material Contract, in each case, that could reasonably be expected to have result in a Material Adverse Effect; (c) any other development specific to the Borrower Company or the Seller, or any of its subsidiaries that is not a matter of general public knowledge and that has hadtheir respective Affiliates, or would reasonably be expected to have, a Material Adverse Effecthaving made any claim for indemnification under the Stock Purchase Agreement; (d) (i) any Casualty with respect to any material portion of the Xxxxx Springs Refinery that would cost $10,000,000 or more to repair or replace, or (ii) any Condemnation with respect to any portion of the Xxxxx Springs Refinery; (e) the occurrence of any ERISA Event that, alone or together with all any other ERISA Events that have occurred, would could reasonably be expected to have result in a Material Adverse Effect; (ef) Holdings or any Subsidiary or other Affiliate thereof becoming subject to, or receiving notice of any claim with respect to, any Environmental Liability that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; (i) the discharge of or any withdrawal or resignation by Borrowers’ independent accountants; or (ii) any material change in accounting policies acquisition or financial reporting practices creation of a new office or place of business, at least 30 days prior to such opening or such shorter period as the Agent may agree; (h) any purchase of Petroleum Product from a Person who may be the beneficiary of a First Purchaser Lien or may belong to the class of Persons intended to be protected by any Loan Party a statute or any Subsidiaries thereofother law providing for a First Purchaser Lien, at least five (5) Business Days before the initial purchase from such Person; and (fi) any other event, condition or development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Senior Officer of each of Holdings and the Company (i) degradation in advance rates under a Qualified Securitization Financing which results in a change in the average Advance Ratio for accounts receivable case of any notice under such Qualified Securitization Financing clause (d) of more than 20% as compared this Section, setting forth a description of (A) the Casualty with respect to the average Advance Ratio for the same month in the prior year which it is given and that such change in the Advance Ratio would be reasonably expected to result in a Default under Section 6.10 as reasonably determined by the Borrower in their good faith estimate of the cost to repair or replace the assets affected by such Casualty or (B) the Condemnation with respect to which it is given and the book value, and their good faith estimate of the fair market value, of the property subject to such Condemnation and (ii) an increase of more than 2.00% on the interest rate spread for the then existing Securitization Financing; provided further that any changes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as in effect on case of any other notice, setting forth the Closing Date (details of the event, condition or development requiring such the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment notice and any action taken or proposed to the pricing of such Qualified Securitization Financingbe taken with respect thereto.

Litigation and Other Notices. Furnish to the Administrative Agent and each Lender prompt written notice of the following promptly after any Responsible Officer of the Borrower obtains actual knowledge thereoffollowing: (a) any Default or Event of Default or Default, specifying the nature and extent thereof and the corrective action (action, if any) , taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or written notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitrationAuthority, against the Borrower or any of its subsidiaries as to which would Affiliate thereof that could reasonably be expected to have result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other development specific to the Borrower or any of its subsidiaries ERISA Events that is not a matter of general public knowledge and that has hadhave occurred, or would could reasonably be expected to haveresult in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $1,000,000, together with a Material Adverse Effectstatement of a Financial Officer of the Borrower setting forth the details of such ERISA Event and the corrective action, if any, taken or proposed to be taken with respect thereto; (d) the occurrence of a material non-exempt prohibited transaction (defined in Section 406 of ERISA and Section 4975 of the Code) with respect to the ESOP or to any ERISA Event thatother Plan, together with all or knowledge that the IRS or any other ERISA Events that Governmental Authority is investigating whether any such material non-exempt prohibited transaction might have occurred, would reasonably and a statement of a Financial Officer of the Borrower describing such transaction and the corrective action, if any, taken or proposed to be expected to have a Material Adverse Effecttaken with respect thereto; (e) the receipt of written notice (whether preliminary, final or otherwise but excluding any material change notice of any proposed amendments) of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Code or the status of the ESOP as an employee stock ownership plan (as defined in accounting policies or financial reporting practices Section 4975(e)(7) of the Code), together with copies of each such letter; (f) the receipt by any Loan Party the Borrower or any of its Subsidiaries thereofof notice of any audit, investigation, litigation or inquiry by the IRS or any other Governmental Authority relating to the ESOP or the ESOT, which could reasonably be expected to subject the Borrower or any of its Subsidiaries to liability, individually or in the aggregate, in excess of $1,000,000, together with copies of each such notice and copies of all subsequent correspondence relating thereto; (g) the occurrence of any amendment to any of the ESOP Plan Documents; (h) the Borrower’s knowledge that at any time on or after the Closing Date the Borrower is not taxable as a Subchapter S corporation as such term is defined in Section 1361 of the Code or that the ESOT is subject to tax imposed under the Code with respect to any item of income or loss of the Borrower or any Subsidiary of the Borrower; and (fi) any (i) degradation in advance rates under a Qualified Securitization Financing which results in a change in the average Advance Ratio for accounts receivable under such Qualified Securitization Financing of more than 20% as compared to the average Advance Ratio for the same month in the prior year and development that such change in the Advance Ratio would has resulted in, or could reasonably be reasonably expected to result in in, a Default under Material Adverse Effect. For purposes of this Section 6.10 as reasonably determined 5.05, the Borrower and the Subsidiaries shall be deemed to know all facts known by the administrator of any Plan of which the Borrower in good faith or (ii) an increase of more than 2.00% on any Subsidiary is the interest rate spread for the then existing Securitization Financing; provided further that any changes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as in effect on the Closing Date (or such the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment to the pricing of such Qualified Securitization Financingplan sponsor.

Litigation and Other Notices. Furnish to the Administrative Agent written notice of the following promptly after (and, in any Responsible Officer event, within three Business Days of the Borrower obtains actual occurrence or obtaining knowledge thereof:): (a) the institution of any Event action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting any Company, or any property of Default any Company (collectively, “Proceedings”) not previously disclosed in writing by Borrower to the Administrative Agent that would reasonably be expected to result in a Material Adverse Effect, or Defaultany material development in any such Proceeding, specifying in each case together with such other information as may be reasonably available to the nature Loan Parties to enable the Administrative Agent and its counsel to evaluate such matters (to the extent thereof delivery of such information will not violate any confidentiality obligations binding upon the Loan Parties or constitute a waiver of attorney client privilege and the corrective action (if any) proposed in any event excluding any information concerning Proceedings relating to be taken with respect theretoworkers’ compensation claims); (b) the filing or commencement ofcopies of all notices provided to any Company pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, or any written threat or written notice copies of intention of any person all amendments to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against the Borrower or any of its subsidiaries as to which would reasonably be expected to have a the documents evidencing Material Adverse EffectIndebtedness; (c) the institution of any special or other development specific to the Borrower assessments (other than ad valorem taxes) for public improvements or otherwise affecting any Real Estate, or any of its subsidiaries contemplated improvements to such Real Estate that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effectresult in such special or other assessments; (d) the occurrence of any ERISA Default or Event that, together with all other ERISA Events that have occurred, would reasonably be expected to have a Material Adverse Effectof Default; (e) the occurrence, or any material change Responsible Officer of a Loan Party obtaining knowledge of a forthcoming occurrence, of any ERISA Event and in accounting policies or financial reporting practices by any event within 10 days after any Responsible Officer of a Loan Party knows of such ERISA Event, a written notice specifying the nature thereof, what actions the affected Loan Party or ERISA Affiliate has taken, is taking or proposes to take with respect thereto and, when known, any Subsidiaries thereofaction taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; and (f) any (i) degradation in advance rates under a Qualified Securitization Financing which results in a change other developments or events that, individually or in the average Advance Ratio for accounts receivable under such Qualified Securitization Financing of more than 20% as compared to the average Advance Ratio for the same month in the prior year and that such change in the Advance Ratio aggregate, have resulted in, or would reasonably be reasonably expected to result in in, a Default under Material Adverse Effect. Each notice pursuant to clauses (a) and (f) of this Section 6.10 as reasonably determined 5.02 shall be accompanied by a statement of a Responsible Officer setting forth details of the Borrower in good faith or (ii) an increase of more than 2.00% on occurrence referred to therein and stating what action the interest rate spread for the then existing Securitization Financing; provided further that any changes relevant Loan Party proposes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as in effect on the Closing Date (or such the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment to the pricing of such Qualified Securitization Financingtake with respect thereto.

Litigation and Other Notices. Furnish Holdings and the Borrowers will furnish to the Administrative Agent prompt written notice of the following promptly after any Responsible Officer of the Borrower obtains actual knowledge thereoffollowing: (a) (i) the occurrence of any Default or Event of Default (including as a result of the occurrence of any “default” or “event of default” (however denominated) under the Term Loan Agreement or any other definitive documentation for the Term Loan Facility (it being understood that, for purposes of this clause (i), any Event of Default or Default, specifying that refers to an opinion of the nature and extent thereof Required Lenders shall be deemed to instead refer to an opinion of Holdings and the corrective action Company, acting reasonably) or (if anyii) proposed to be taken with respect theretoHoldings or any Subsidiary receiving from (A)any lender or agent under the Term Loan Agreement, or any other definitive documentation for the Term Loan Facility, any notice alleging that a “default” or “event of default” has occurred thereunder, (B) the Crack Spread Hedging Counterparty, any notice alleging that a “default”, “event of default” or “termination event” has occurred under the Crack Spread Hedging Agreement or (C) Valero Marketing, or any Affiliate thereof, any notice alleging a default in the performance, observance or fulfillment of any material obligation of the Company under the Offtake Agreement; (b) (i) the filing or commencement of, or Holdings or any written Subsidiary obtaining any knowledge, including of any threat or written notice of intention of any person Person to file or commence, any action, suit or proceeding, including any Intellectual Property Claim, whether at law or in equity or by or before any Governmental Authority or in arbitrationAuthority, against the Borrower Holdings or any Subsidiary or other Affiliate thereof, (ii) any pending or threatened labor dispute, strike or walkout, or the expiration of its subsidiaries as to which would any material labor contract, or (iii) any default under or termination of a Material Contract, in each case, that could reasonably be expected to have result in a Material Adverse Effect; (c) any other development specific to the Borrower Company or the Seller, or any of its subsidiaries that is not a matter of general public knowledge and that has hadtheir respective Affiliates, or would reasonably be expected to have, a Material Adverse Effecthaving made any claim for indemnification under the Stock Purchase Agreement; (d) (i) any Casualty with respect to any material portion of the Xxxxx Springs Refinery that would cost $10,000,000 or more to repair or replace, or (ii) any Condemnation with respect to any portion of the Xxxxx Springs Refinery; (e) the occurrence of any ERISA Event that, alone or together with all any other ERISA Events that have occurred, would could reasonably be expected to have result in a Material Adverse Effect; (ef) Holdings or any Subsidiary or other Affiliate thereof becoming subject to, or receiving notice of any claim with respect to, any Environmental Liability that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; (i) the discharge of or any withdrawal or resignation by Borrowers’ independent accountants; or (ii) any material change in accounting policies acquisition or financial reporting practices creation of a new office or place of business, at least 30 days prior to such opening or such shorter period as the Agent may agree; (h) any purchase of Petroleum Product from a Person who may be the beneficiary of a First Purchaser Lien or may belong to the class of Persons intended to be protected by any Loan Party a statute or any Subsidiaries thereofother law providing for a First Purchaser Lien, at least five (5) Business Days before the initial purchase from such Person; and (fi) any other event, condition or development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Senior Officer of each of Holdings and the Company (i) degradation in advance rates under a Qualified Securitization Financing which results in a change in the average Advance Ratio for accounts receivable case of any notice under such Qualified Securitization Financing clause (d) of more than 20% as compared this Section, setting forth a description of (A) the Casualty with respect to the average Advance Ratio for the same month in the prior year which it is given and that such change in the Advance Ratio would be reasonably expected to result in a Default under Section 6.10 as reasonably determined by the Borrower in their good faith estimate of the cost to repair or replace the assets affected by such Casualty or (B) the Condemnation with respect to which it is given and the book value, and their good faith estimate of the fair market value, of the property subject to such Condemnation and (ii) an increase of more than 2.00% on the interest rate spread for the then existing Securitization Financing; provided further that any changes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as in effect on case of any other notice, setting forth the Closing Date (details of the event, condition or development requiring such the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment notice and any action taken or proposed to the pricing of such Qualified Securitization Financingbe taken with respect thereto.

Litigation and Other Notices. Furnish to the Administrative Agent written notice of the following promptly after any Responsible Officer of any of the Borrower Loan Parties obtains actual knowledge thereof: (a) (i) any Event of Default or Default, (ii) any “Event of Default” or “Default” (or similar event or circumstance) under any Project Level Financing Document and (iii) any material breach or default under a Major Revenue Contract which breach or default permits or would permit (with the passage of time and/or giving of notice or otherwise) the termination of such Major Revenue Contract by any party thereto, in each case specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or written notice of intention of any person Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against the Borrower any Loan Party or any of its subsidiaries as to their respective Subsidiaries which would reasonably be expected to have a Material Adverse Effect; (c) the occurrence of an event requiring a mandatory prepayment of the Loans hereunder (other than with Excess Cash Flow); (d) any other development event specific to the Borrower or any of its subsidiaries that is not a matter of general public knowledge and the Loan Parties, their respective Subsidiaries or the Projects that has had, or would reasonably be expected to have, a Material Adverse Effect; (de) if at any time any of the events listed in clauses (i) through (xi) of Section 7.1(k) is reasonably likely to occur and would reasonably be expected to have a Material Adverse Effect, a written notice thereof, which notice shall state that it is an “ERISA Notice” for purposes of the Loan Documents; (f) at any time following delivery by any Loan Party of an ERISA Notice, within ten (10) Business Days after becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that such Loan Party proposes to take with respect thereto: (i) with respect to any Plan, any “reportable event,” as defined in Section 4043 of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; (ii) the occurrence taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by any Company Entity of a notice from a Multiemployer Plan that such events have, or are reasonably expected to, taken place; or (iii) any event (including an ERISA Event), transaction or condition that could result in the incurrence of any liability by any Company Entity pursuant to Title I or IV of ERISA Event thator the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of any Company Entity pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with all any other ERISA Events that have occurredsuch liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect; (e) any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiaries thereof; and (fg) the occurrence of (A) an “Event of Default” (as defined in the Credit Support Reimbursement Agreement), (B) the issuance of “Additional Credit Support” or extension of any existing “Credit Support” (each as defined in the Credit Support Reimbursement Agreement) pursuant to section 2.1 of the Credit Support Reimbursement Agreement or (C) any (i) degradation in advance rates other material event or notification under a Qualified Securitization Financing which results in a change in the average Advance Ratio for accounts receivable under such Qualified Securitization Financing of more than 20% as compared to the average Advance Ratio for the same month in the prior year and that such change in the Advance Ratio would be reasonably expected to result in a Default under Section 6.10 as reasonably determined by the Borrower in good faith or (ii) an increase of more than 2.00% on the interest rate spread for the then existing Securitization Financing; provided further that any changes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as in effect on the Closing Date (or such the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment to the pricing of such Qualified Securitization FinancingCredit Support Reimbursement Agreement.

Litigation and Other Notices. Furnish to the Administrative Agent written notice of the following promptly after any Responsible Officer of the Borrower or any Relevant Subsidiary obtains actual knowledge thereof: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or written notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against the Borrower or any of its subsidiaries Relevant Subsidiaries as to which would an adverse determination could reasonably be expected to have a Material Adverse Effect; (c) any other development specific to the Borrower or any of its subsidiaries Relevant Subsidiaries that is not a matter of general public knowledge and that has had, or would could reasonably be expected to have, a Material Adverse Effect; (d) the occurrence of any ERISA Event that, together with all other ERISA Events that have occurred, would could reasonably be expected to have a Material Adverse Effect; (e) upon reasonable written Lender request, any material change in accounting policies the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or financial reporting practices (d) of such certification; (f) promptly, but in any event within five (5) Business Days after receipt thereof by any Loan Party Party, a copy of any form of notice, summons, citation, proceeding or order received from any State Pipeline and Injection/Disposal Well Regulatory Agency or any Subsidiaries thereofother Governmental Authority asserting jurisdiction over any material portion of the Midstream Assets; (g) in the event any Loan Party intends to issue or incur any Permitted Junior Debt as permitted by Section 6.01(o), at least five (5) Business Days’ (or such shorter period of time as the Administrative Agent may reasonably agree) prior written notice of such intended offering therefor, the amount thereof and the anticipated date of closing and, when available, will furnish a copy of the preliminary term sheet and offering memorandum, indenture, note purchase agreement or term loan agreement and, promptly after closing, the final offering memorandum, indenture, note purchase agreement or term loan agreement applicable to such Permitted Junior Debt; and (fh) any (i) degradation in advance rates under a Qualified Securitization Financing which results in a change in the average Advance Ratio for accounts receivable under such Qualified Securitization Financing of more than 20% as compared to the average Advance Ratio for extent not included in any public filings required to be filed with the same month in SEC, promptly after the prior year and that such change in the Advance Ratio would be reasonably expected to result in a Default under Section 6.10 as reasonably determined filing thereof, copies of all tax returns filed by the Borrower in good faith or (ii) an increase of more than 2.00% on the interest rate spread for the then existing Securitization Financing; provided further that any changes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as in effect on the Closing Date (or such the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment to the pricing of such Qualified Securitization FinancingLoan Party.

Litigation and Other Notices. Furnish to the Administrative Agent written notice of the following promptly after any Responsible Officer of any of the Borrower Loan Parties obtains actual knowledge thereof: (a) (i) any Event of Default or Default, (ii) any “Event of Default” or “Default” (or similar event or circumstance) under any Continental Wind Financing Document and (iii) any material breach or default under a Major Revenue Contract which breach or default permits or would permit (with the passage of time and/or giving of notice or otherwise) the termination of such Major Revenue Contract by any party thereto, in each case specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or written notice of intention of any person Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against the Borrower any Loan Party or any of its subsidiaries as to their respective Subsidiaries which would reasonably be expected to have a Material Adverse Effect; (c) the occurrence of an event requiring a mandatory prepayment of the Loans hereunder (other than with Excess Cash Flow); (d) any other development event specific to the Borrower or any of its subsidiaries that is not a matter of general public knowledge and the Loan Parties, their respective Subsidiaries or the Projects that has had, or would reasonably be expected to have, a Material Adverse Effect; (de) if at any time any of the events listed in clauses (i) through (xi) of Section 7.1(l) is reasonably likely to occur and would reasonably be expected to have a Material Adverse Effect, a written notice thereof, which notice shall state that it is an “ERISA Notice” for purposes of the Loan Documents; and (f) at any time following delivery by any Loan Party of an ERISA Notice, within ten (10) Business Days after becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that such Loan Party proposes to take with respect thereto: (i) with respect to any Plan, any “reportable event,” as defined in Section 4043 of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; (ii) the occurrence taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by any Company Entity of a notice from a Multiemployer Plan that such events have, or are reasonably expected to, taken place; or (iii) any event, transaction or condition that could result in the incurrence of any liability by any Company Entity pursuant to Title I or IV of ERISA Event thator the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of any Company Entity pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with all any other ERISA Events that have occurredsuch liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect; (e) any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiaries thereof; and (f) any (i) degradation in advance rates under a Qualified Securitization Financing which results in a change in the average Advance Ratio for accounts receivable under such Qualified Securitization Financing of more than 20% as compared to the average Advance Ratio for the same month in the prior year and that such change in the Advance Ratio would be reasonably expected to result in a Default under Section 6.10 as reasonably determined by the Borrower in good faith or (ii) an increase of more than 2.00% on the interest rate spread for the then existing Securitization Financing; provided further that any changes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as in effect on the Closing Date (or such the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment to the pricing of such Qualified Securitization Financing.

Litigation and Other Notices. Furnish to the Administrative Agent written notice of the following promptly after any Responsible Officer of any of the Borrower Loan Parties obtains actual knowledge thereof: : (a) (i) any Event of Default or Default or (ii) any “Event of Default” (or similar event or circumstance) under any Project Level Financing Document, in each case specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; ; (b) the filing or commencement of, or any written threat or written notice of intention of any person Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against the Borrower any Loan Party or any of its subsidiaries as to their respective Subsidiaries which would reasonably be expected to have a Material Adverse Effect; ; (c) the occurrence of an event requiring a mandatory prepayment of the Loans hereunder (other than with Excess Cash Flow); (d) any other development event specific to the Borrower or any of its subsidiaries that is not a matter of general public knowledge and the Loan Parties, their respective Subsidiaries or the Projects that has had, or would reasonably be expected to have, a Material Adverse Effect; ; (de) if at any time any of the events listed in clauses (i) through (xi) of Section 7.01(k) is reasonably likely to occur and would reasonably be expected to have a Material Adverse Effect, a written notice thereof, which notice shall state that it is an “ERISA Notice” for purposes of the Loan Documents; (f) at any time following delivery by any Loan Party of an ERISA Notice, within ten (10) Business Days after becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that such Loan Party proposes to take with respect thereto: (i) with respect to any Plan, any “reportable event,” as defined in Section 4043 of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; (ii) the occurrence taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by any Loan Party of a notice from a Multiemployer Plan that such events have, or are reasonably expected to, taken place; or (iii) any event (including an ERISA Event), transaction or condition that could result in the incurrence of any liability by any Loan Party pursuant to Title I or IV of ERISA Event thator the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of any Loan Party pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with all any other ERISA Events that have occurredsuch liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect; (e) any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiaries thereof; and (f) any (i) degradation in advance rates under a Qualified Securitization Financing which results in a change in the average Advance Ratio for accounts receivable under such Qualified Securitization Financing of more than 20% as compared to the average Advance Ratio for the same month in the prior year and that such change in the Advance Ratio would be reasonably expected to result in a Default under Section 6.10 as reasonably determined by the Borrower in good faith or (ii) an increase of more than 2.00% on the interest rate spread for the then existing Securitization Financing; provided further that any changes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as in effect on the Closing Date (or such the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment to the pricing of such Qualified Securitization Financing.

Litigation and Other Notices. Furnish to the Administrative Agent (for each Lender) written notice of the following promptly and in any event within five Business Days after any Responsible Officer of the Borrower obtains actual knowledge thereof: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any written known threat or written notice of intention of any person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitrationAuthority, (i) against the Borrower any Company or any of its subsidiaries as to which would Affiliate thereof that could reasonably be expected to have result in a Material Adverse EffectEffect or (ii) with respect to any Loan Document; (c) any other development specific to the Borrower or any of its subsidiaries that is not a matter of general public knowledge and that has hadresulted in, or would could reasonably be expected to haveresult in, a Material Adverse Effect; (d) the occurrence of any ERISA Event that, together with all other ERISA Events that have occurred, would reasonably be expected to have a Material Adverse Effect[Reserved]; (e) the institution of any investigation or proceeding against such person to terminate (or that could reasonably be expected to result in the termination of) the contract of any of the HMO Subsidiaries to be a Medicare Advantage Program contractor or state Medicaid Program contractor or its status under any Medical Reimbursement Program or any investigation or proceeding that could reasonably be expected to result in an Exclusion Event; (f) its receipt of any notice of intent to exclude or any notice of proposal to exclude issued by the OIG (together with a copy of any such notice); (g) its receipt of any notice of, compliance order or adverse reporting regarding loss or threatened loss of accreditation, loss of participation under any reimbursement program or loss of applicable health care license or certificate of authority of any HMO Subsidiary, and any other material deficiency notices, compliance orders or adverse reports issued by any HMO Regulator or other Governmental Authority or private insurance company pursuant to a provider agreement that, if not promptly complied with or cured, could result in the suspension or forfeiture of any license, certification, or accreditation necessary for such HMO Subsidiary to carry on its business substantially as then conducted or the termination of any insurance or reimbursement program available to any HMO Subsidiary (in each case together with a copy of any such notice); (h) its receipt of any correspondence from an HMO Regulator asserting that Borrower or any of its Subsidiaries is not in compliance in all material respects with HMO Regulations or threatening action against Borrower or any of its Subsidiaries under the HMO Regulations (together with a copy of such correspondence); (i) the incurrence of any material change in accounting policies Lien (other than Permitted Liens) on, or financial reporting practices by claim asserted against any Loan Party or any Subsidiaries thereofof the Collateral; and (fj) with respect to any (i) degradation in advance rates under a Qualified Securitization Financing which results HMO Subsidiary operating in a change in state that has adopted the average Advance Ratio for accounts receivable under such Qualified Securitization Financing NAIC definition of more than 20% as compared to the average Advance Ratio for the same month in the prior year and that such change in the Advance Ratio would be reasonably expected to result in a Default under Section 6.10 as reasonably determined by the Borrower in good faith or (ii) an increase of more than 2.00% on the interest rate spread for the then existing Securitization Financing; provided further that Company Action Level, any changes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as in effect on the Closing Date (or such the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment to the pricing failure of such Qualified Securitization FinancingHMO Subsidiary to maintain its capital reserve requirements at or above the Company Action Level.

Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of Holdings or the Borrower obtains actual knowledge thereof: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or written notice of intention of any person to file or commence, any Regulatory Action or other action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against Holdings, the Borrower or any of its subsidiaries the Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effectmaterial and adverse impact on the Borrower or any of the Subsidiaries; (c) any other development specific to Holdings, the Borrower or any of its subsidiaries the Subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) the development or occurrence of any ERISA Event that, together with all other ERISA Events that have developed or occurred, would reasonably be expected to have a Material Adverse Effect; (e) (i) any material change in accounting policies Environmental Claim which has been commenced or financial reporting practices by any Loan Party (to the best of such Responsible Officer’s knowledge and belief) is threatened against Holdings, the Borrower or any Subsidiaries thereof; andof their respective subsidiaries or (ii) any facts or circumstances which will or might reasonably be expected to result in any Environmental Claim being commenced or threatened against, or any cost, liability or obligation under or relating to any Environmental Laws of, Holdings, the Borrower or any of their respective subsidiaries, in each case, where such Environmental Claim or cost, liability or obligation would reasonably be expected to have a Material Adverse Effect; (f) any breach of or default (iafter the lapse of any cure period or giving of notice, if so required) degradation in advance rates under a Qualified Securitization Financing which results in a change in of the average Advance Ratio for accounts receivable under such Qualified Securitization Financing of more than 20% as compared to the average Advance Ratio for the same month in the prior year and that such change in the Advance Ratio would be reasonably expected to result in a Default under Section 6.10 as reasonably determined DOJ Settlement by the Borrower in good faith or any of its Subsidiaries, including a breach of any provision of a deferred prosecution agreement, or any other agreement with a Governmental Authority resulting from the DOJ Investigation; (g) (A) any material development with the DOJ or any other Governmental Authority regarding the DOJ Investigation, or (iiB) an increase the occurrence of more than 2.00% on any Specified Outcome; or (A) any written request by the interest rate spread OIG to enter into a corporate integrity agreement, or (B) any civil monetary penalty, fine or other penalty or adverse action threatened in writing or imposed by the OIG or any other Governmental Authority for the then existing Securitization Financing; provided further that any changes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as in effect on the Closing Date (or such the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment matters related to the pricing of such Qualified Securitization FinancingDOJ investigation.

Litigation and Other Notices. Furnish to the Administrative Agent (for each Lender) written notice of the following promptly after (and, in any Responsible Officer event, within five Business Days of the Borrower obtains actual obtaining knowledge thereof:): (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any written known threat or written notice of intention of any person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitrationAuthority, (i) against the Borrower any Company or any of its subsidiaries as to which would Affiliate thereof that could reasonably be expected to have result in a Material Adverse EffectEffect or (ii) with respect to any Loan Document; (c) any other development specific to the Borrower or any of its subsidiaries that is not a matter of general public knowledge and that has hadresulted in, or would could reasonably be expected to have, result in a Material Adverse Effect; (d) the occurrence of any ERISA Event that, together with all other ERISA Events that have occurred, would reasonably be expected to have a Material Adverse Effectmaterial Casualty Event; (e) of the institution of any investigation or proceeding against such person to terminate (or that may result in the termination of) the contract of any of the HMO Subsidiaries to be a Medicare Advantage Program contractor or state Medicaid Program contractor or its status under any Medical Reimbursement Program or any investigation or proceeding that may result in an Exclusion Event; (f) of its receipt of any notice of intent to exclude, any notice of proposal to exclude issued by the OIG (together with a copy of any such notice); (g) of its receipt of any notice of, compliance order or adverse reporting regarding loss or threatened loss of accreditation, loss of participation under any reimbursement program or loss of applicable health care license or certificate of authority of any HMO Subsidiary, and any other material deficiency notices, compliance orders or adverse reports issued by any HMO Regulator or other Governmental Authority or private insurance company pursuant to a provider agreement that, if not promptly complied with or cured, could result in the suspension or forfeiture of any license, certification, or accreditation necessary for such HMO Subsidiary to carry on its business as then conducted or the termination of any insurance or reimbursement program available to any HMO Subsidiary (in each case together with a copy of any such notice); (h) of its receipt of any correspondence from an HMO Regulator asserting that the Borrower or any of its Subsidiaries is not in compliance in all material respects with HMO Regulations or threatening action against the Borrower or any of its Subsidiaries under the HMO Regulations (together with a copy of such correspondence); (i) the incurrence of any material change in accounting policies Lien (other than Permitted Liens) on, or financial reporting practices by claim asserted against any Loan Party or any Subsidiaries thereofof the Collateral; and (fj) any (i) degradation in advance rates under a Qualified Securitization Financing which results HMO Subsidiary operating in a change in state that has adopted the average Advance Ratio for accounts receivable under NAIC definition of Company Action Level, such Qualified Securitization Financing of more than 20% as compared HMO Subsidiary failing to maintain its capital reserve requirements at or above the average Advance Ratio for the same month in the prior year and that such change in the Advance Ratio would be reasonably expected to result in a Default under Section 6.10 as reasonably determined by the Borrower in good faith or (ii) an increase of more than 2.00% on the interest rate spread for the then existing Securitization Financing; provided further that any changes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as in effect on the Closing Date (or such the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment to the pricing of such Qualified Securitization FinancingCompany Action Level.

Litigation and Other Notices. Furnish to the Administrative Agent written notice of the following promptly after (and, in any event, within five (5) Business Days or such later date as may be agreed by the Administrative Agent in its reasonable discretion) of a Responsible Officer of the Borrower obtains obtaining actual knowledge thereof: (a) any Default or Event of Default (provided that (i) no such notice shall be required if cured within 30 days or Defaultwithin the applicable cure period and (ii) any delivery of a notice of Default shall automatically cure any Default or Event of Default then existing with respect to any failure to deliver such notice), specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing any litigation or commencement of, or any written threat or written notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, governmental proceeding pending against the Borrower or any of its subsidiaries as Subsidiaries that could reasonably be expected to which would be determined adversely and, if so determined, to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that could, when taken either alone or together with all such other ERISA Events, reasonably be expected to have a Material Adverse Effect; (cd) any audit, compliance review, accreditation report or other development specific proceeding by an Educational Agency in which any Educational Services Agreement has been determined to the Borrower or any of its subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) the occurrence of any ERISA Event that, together in material noncompliance with all other ERISA Events that have occurred, would reasonably be expected to have a Material Adverse Effectapplicable Educational Law; (e) any material change in accounting policies Law or financial reporting practices Educational Law that would necessitate material changes to the manner in which any Credit Party is compensated by any Loan Party an educational institution under an Educational Services Agreement in order for such Educational Services Agreement to remain in material compliance with applicable Law or any Subsidiaries thereofEducational Law; and (f) copies of any (i) degradation in advance rates under a Qualified Securitization Financing which results in a change in amendment, amendment and restatement, consent, waiver, supplement or other modification to or of the average Advance Ratio for accounts receivable under such Qualified Securitization Financing of more than 20% as compared Revolver Credit Agreement or any other Revolver Credit Document or any Junior Secured Indebtedness subject to the average Advance Ratio for the same month in the prior year and that such change in the Advance Ratio would be reasonably expected to result in a Default under Section 6.10 as reasonably determined by the Borrower in good faith an Intercreditor Agreement or (ii) an increase of more than 2.00% on the interest rate spread for the then existing Securitization Financing; provided further that any changes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as in effect on the Closing Date (or such the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment to the pricing of such Qualified Securitization FinancingSubordinated Indebtedness.

Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of Holdings or the Borrower obtains actual knowledge thereof: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or written notice of intention of any person to file or commence, any Regulatory Action or other action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against Holdings, the Borrower or any of its subsidiaries the Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effectmaterial and adverse impact on the Borrower or any of the Subsidiaries; (c) any other development specific to Holdings, the Borrower or any of its subsidiaries the Subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) the development or occurrence of any ERISA Event that, together with all other ERISA Events that have developed or occurred, would reasonably be expected to have a Material Adverse Effect; (e) (i) any material change in accounting policies Environmental Claim which has been commenced or financial reporting practices by any Loan Party (to the best of such Responsible Officer’s knowledge and belief) is threatened against Holdings, the Borrower or any Subsidiaries thereof; andof their respective subsidiaries or (ii) any facts or circumstances which will or might reasonably be expected to result in any Environmental Claim being commenced or threatened against, or any cost, liability or obligation under or relating to any Environmental Laws of, Holdings, the Borrower or any of their respective subsidiaries, in each case, where such Environmental Claim or cost, liability or obligation would reasonably be expected to have a Material Adverse Effect; (f) any breach of or default (after the lapse of any cure period or giving of notice, if so required) of the DOJ Settlement by the Borrower or any of its Subsidiaries, including a breach of any provision of a deferred prosecution agreement or any other agreement with a Governmental Authority resulting from the DOJ Investigation; (i) degradation in advance rates under a Qualified Securitization Financing which results in a change in any material development with the average Advance Ratio for accounts receivable under such Qualified Securitization Financing of more than 20% as compared to DOJ or any other Governmental Authority regarding the average Advance Ratio for the same month in the prior year and that such change in the Advance Ratio would be reasonably expected to result in a Default under Section 6.10 as reasonably determined by the Borrower in good faith DOJ Investigation, or (ii) an increase the occurrence of more than 2.00% on any Specified Outcome; or (i) any written request by the interest rate spread OIG to enter into a corporate integrity agreement, or (ii) any civil monetary penalty, fine or other penalty or adverse action threatened in writing or imposed by the OIG or any other Governmental Authority for the then existing Securitization Financing; provided further that any changes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as in effect on the Closing Date (or such the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment matters related to the pricing of such Qualified Securitization FinancingDOJ investigation.

Litigation and Other Notices. Furnish to the Administrative Agent written notice of the following promptly after (and, in any Responsible Officer event, within three Business Days of the Borrower obtains actual occurrence or obtaining knowledge thereof:): (a) the institution of any Event action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting any Company, or any property of Default any Company (collectively, “Proceedings”) not previously disclosed in writing by the Borrower to the Administrative Agent that would reasonably be expected to result in a Material Adverse Effect, or Defaultany material development in any such Proceeding, specifying in each case together with such other information as may be reasonably available to the nature Loan Parties to enable the Administrative Agent and its counsel to evaluate such matters (to the extent thereof delivery of such information will not violate any confidentiality obligations binding upon the Loan Parties or constitute a waiver of attorney client privilege and the corrective action (if any) proposed in any event excluding any information concerning Proceedings relating to be taken with respect theretoworkers’ compensation claims); (b) the filing or commencement ofcopies of all notices provided to any Company pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, or any written threat or written notice copies of intention of any person all amendments to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against the Borrower or any of its subsidiaries as to which would reasonably be expected to have a the documents evidencing Material Adverse EffectIndebtedness; (c) the institution of any special or other development specific to the Borrower assessments (other than ad valorem taxes) for public improvements or otherwise affecting any Real Property, or any of its subsidiaries contemplated improvements to such Real Property that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effectresult in such special or other assessments; (d) the occurrence of any Default or Event of Default; (e) the occurrence, or any Responsible Officer of a Loan Party obtaining knowledge of a forthcoming occurrence, of any ERISA Event and in any event within 10 days after any Responsible Officer of a Loan Party knows of such ERISA Event, a written notice specifying the nature thereof, what actions the affected Loan Party or ERISA Affiliate has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; (f) any other developments or events that, together with all other ERISA Events that individually or in the aggregate, have occurredresulted in, or would reasonably be expected to have result in, a Material Adverse Effect; (e) any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiaries thereof; and (g) if reasonably practicable, at least two (2) Business Days prior to the date when the Borrower intends to file or distribute any such pleading, motion or other document (and, if not reasonably practicable, as soon as reasonably practicable), copies of all pleading, motions, applications, judicial information, financial information and other documents to be filed by or on behalf of Borrower or any Guarantor with the Bankruptcy Court in the Cases or to be distributed by or on behalf of Borrower or any Guarantor to any official committee appointed in the Cases. Each notice pursuant to clauses (a), (d) and (f) any (i) degradation in advance rates under of this Section 5.02 shall be accompanied by a Qualified Securitization Financing which results in statement of a change in Responsible Officer setting forth details of the average Advance Ratio for accounts receivable under such Qualified Securitization Financing of more than 20% as compared occurrence referred to therein and stating what action the average Advance Ratio for the same month in the prior year and that such change in the Advance Ratio would be reasonably expected relevant Loan Party proposes to result in a Default under Section 6.10 as reasonably determined by the Borrower in good faith or (ii) an increase of more than 2.00% on the interest rate spread for the then existing Securitization Financing; provided further that any changes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as in effect on the Closing Date (or such the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment to the pricing of such Qualified Securitization Financingtake with respect thereto.

Litigation and Other Notices. Furnish to the Administrative Agent prompt written notice of the following promptly after upon any Responsible Officer of the Borrower obtains actual Loan Party’s knowledge thereof: (a) the occurrence of any Default or Event of Default or Default, specifying the nature and extent thereof, the date of occurrence thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any written (including by email or other electronic means) threat or written notice of intention of any person Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitrationAuthority, against the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Holdings, the Borrower and its subsidiaries as Subsidiaries in an aggregate amount exceeding $1,000,000; (d) any development or event that has resulted in, or could reasonably be expected to which result in, a Material Adverse Effect; (e) any default or event of default (in each case, after taking into account applicable cure or grace periods) under any Contractual Obligation (other than the Loan Documents) of Holdings, the Borrower or any of their respective Subsidiaries that would reasonably be expected to have a Material Adverse Effect; (cf) any other development specific to the Borrower or any notices of its subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) the occurrence of any ERISA Event that, together with all other ERISA Events that have occurred, would reasonably be expected to have a Material Adverse Effect; (e) any material change in accounting policies or financial reporting practices default received by any Loan Party from, or notices of default furnished to, any Subsidiaries holder which is not an Affiliate of Holdings of Material Indebtedness and not otherwise required to be furnished to the Administrative Agent or the Lenders pursuant to any other clause of this Section 5.05 (together with copies thereof); and (fg) any (i) degradation in advance rates under a Qualified Securitization Financing which results in a change in the average Advance Ratio for accounts receivable under such Qualified Securitization Financing of more than 20% as compared damage or destruction to the average Advance Ratio for the same month in the prior year Collateral that is reasonably and that such change in the Advance Ratio would be reasonably expected to result in a Default under Section 6.10 as reasonably determined by the Borrower in good faith or (ii) determined by Borrower to be in an increase amount in excess of more than 2.00% on the interest rate spread for the then existing Securitization Financing; provided further that any changes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as in effect on the Closing Date (or such the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment to the pricing of such Qualified Securitization Financing$1,000,000.

Litigation and Other Notices. Furnish to the Administrative Agent Agent, the Bondholder Designee and each Lender or Holder (including VPC, but only until the VPC Loan Termination Date) prompt written notice of the following promptly after any Responsible Officer of the Borrower obtains actual knowledge thereoffollowing: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or written notice of intention of any person Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitrationAuthority, against the Borrower or any of its subsidiaries as to which would Affiliate thereof that could reasonably be expected to have result in a Material Adverse Effect; (c) any other development specific to the Borrower or any of its subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) the occurrence of any ERISA Event that, alone or together with all any other ERISA Events that have occurred, would could reasonably be expected to have result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $1,000,000; (d) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; (e) any material change in accounting policies the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by Xxxxx’x, or financial reporting practices by any notice from either such agency indicating its intent to effect such a change or to place the Borrower on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower; (f) upon any officer of a Loan Party obtaining knowledge of the occurrence of, or threat of, any Regulatory Notice Event against or affecting any Loan Party Party, or any Subsidiaries thereofof the Loan Parties’ Affiliates or any material aspect of the Program or the Program Guidelines, written notice thereof together with such other information as may be reasonably available (and able to be disclosed in the Loan Parties’ reasonable judgment) to the Loan Parties to enable the Administrative Agent, the Bondholder Designee, the Lenders and the Holders (including VPC, but only until the VPC Loan Termination Date) and their counsel to evaluate such matters; and (fg) any (i) degradation in advance rates under a Qualified Securitization Financing which results in a change in the average Advance Ratio for accounts receivable under such Qualified Securitization Financing of more than 20% as compared material changes to the average Advance Ratio for Program or any of the same month in the prior year and that such change in the Advance Ratio would be reasonably expected to result in a Default under Section 6.10 as reasonably determined by the Borrower in good faith or (ii) an increase of more than 2.00% on the interest rate spread for the then existing Securitization Financing; provided further that any changes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as in effect on the Closing Date (or such the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment to the pricing of such Qualified Securitization FinancingProgram Guidelines.

Litigation and Other Notices. (a) Furnish to the Administrative Agent Agent, each Issuing Bank and each Lender prompt written notice of the following following: (i) promptly (and in any event within five Business Days) after any a Responsible Officer of the Borrower obtains actual knowledge thereof: thereof (a) if such Event of Default or Default, as applicable, is still continuing), any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (bii) promptly (and in any event within five Business Days) after a Responsible Officer of the Borrower obtains knowledge thereof, the filing or commencement of, or any written threat or written notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitrationAuthority, against the Borrower or any of its subsidiaries as to which would Subsidiary or Joint Venture that could reasonably be expected to have result in a Material Adverse Effect;; and (ciii) promptly (and in any event within five Business Days) after a Responsible Officer of the Borrower obtains knowledge thereof, any other development specific to the Borrower or any of its subsidiaries that is not a matter of general public knowledge and that has hadresulted in, or would could reasonably be expected to haveresult in, a Material Adverse Effect; (d) the occurrence of any ERISA Event that; provided, together with all other ERISA Events that have occurred, would reasonably be expected respect to have a Material Adverse Effect; (e) any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiaries thereof; and (f) any paragraphs (i) degradation through (iii) above, the Borrower shall be deemed to have provided notice to the extent such event warranting notice under paragraphs (i), (ii) or (iii) has been expressly disclosed in advance rates under a Qualified Securitization Financing which results in a the Borrower’s Exchange Act Filings. (b) Furnish to the Administrative Agent, each Issuing Bank and each Lender prompt written notice of any change in the average Advance Ratio for accounts receivable under such Qualified Securitization Financing of more than 20% as compared to the average Advance Ratio for the same month Borrower’s corporate rating by S&P, in the prior year and that Borrower’s corporate family rating by Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change in the Advance Ratio would be reasonably expected or to result in a Default under Section 6.10 as reasonably determined by place the Borrower on a “CreditWatch” or “WatchList” or any similar list, in good faith each case with negative implications, or (ii) an increase of more than 2.00% on its cessation of, or its intent to cease, rating the interest rate spread for the then existing Securitization Financing; provided further that any changes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as in effect on the Closing Date (or such the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment to the pricing of such Qualified Securitization FinancingBorrower.

Litigation and Other Notices. Furnish to the Administrative Agent written notice of Agent, the following Issuing Bank and each Lender, promptly after any Responsible Officer of the Borrower Parent or any Subsidiary obtains actual knowledge thereof, written notice of the following: (a) any Default or Event of Default or Default, specifying the nature and extent thereof and the corrective action (action, if any) , taken or proposed to be taken with respect thereto; (b) not later than 5 Business Days after receipt of official written notice, the filing or commencement of, or (to the extent permitted by law, rule or regulation) any written threat or written notice of intention of any person to file or commence, any investigation, action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitrationAuthority, against the Borrower Parent or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (c) within 5 Business Days thereof, the occurrence of its subsidiaries as to which would any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse Effect; (cd) not later than 5 Business Days after receipt of official written notice, any other development specific to the Borrower or any of its subsidiaries that is not a matter of general public knowledge and that has hadresulted in, or would could reasonably be expected to haveresult in, a Material Adverse Effect; (d) an Exclusion Event, including any notice by the occurrence OIG of exclusion or proposed exclusion of the Parent or any ERISA Event thatSubsidiary from any Medical Reimbursement Program in which it participates, together with all and any other ERISA Events development that have occurredhas resulted in, would or could reasonably be expected to have result in, a Material Adverse Effect; (e) not later than 5 Business Days after receipt of official written notice, commencement of any material change in accounting policies audit of the Parent or financial reporting practices any Subsidiary by any Loan Party regulatory authority, including any HMO Regulator, and commencement of any proceeding or other action against the Parent or any Subsidiary, in each case, that could reasonably be expected to result in a suspension, revocation or termination of any material contract of the Parent or any Subsidiary with respect to Medicaid or Medicare, including any such contract to be a Medicare Advantage Organization to the extent such suspension, revocation or termination is material to the Parent and its Subsidiaries thereoftaken as a whole; and (f) receipt by the Parent or any Subsidiary of (i) degradation in advance rates under a Qualified Securitization Financing which results in a change in the average Advance Ratio for accounts receivable under such Qualified Securitization Financing any notice of more than 20% as compared suspension or forfeiture of any material certificate of authority or similar license of any HMO Subsidiary to the average Advance Ratio for extent such suspension or forfeiture is material to the same month in Parent and its Subsidiaries, taken as a whole and (ii) to the prior year and that such change in the Advance Ratio would extent permitted by law, rule or regulation, any other material notice of deficiency, compliance order or adverse report issued by any regulatory authority, including any HMO Regulator, or private insurance company pursuant to a material provider agreement that, if not promptly complied with or cured, could reasonably be reasonably expected to result in a Default under Section 6.10 the suspension or forfeiture of any certification, license, permit, authorization or other approval necessary for such HMO Subsidiary to carry on its business as reasonably determined by the Borrower in good faith then conducted or (ii) an increase of more than 2.00% on the interest rate spread for the then existing Securitization Financing; provided further that any changes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as termination of any insurance or reimbursement program then available to any HMO Subsidiary, in effect on the Closing Date (or such the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment each case to the pricing of extent such Qualified Securitization Financingsuspension, termination or forfeiture is material to the Parent and its Subsidiaries, taken as a whole.

Litigation and Other Notices. Furnish Holdings and the Borrower will furnish to the Administrative Agent prompt written notice of the following promptly after any Responsible Officer of the Borrower obtains actual knowledge thereoffollowing: (a) (i) the occurrence of any Default or Event of Default, including as a result of the occurrence of any “default” or “event of default” (however denominated) under the Revolving Credit Agreement or any other definitive documentation for the Permitted ABL Facility (it being understood that, for purposes of this clause (i), any Event of Default or Default, specifying that refers to an opinion of the nature and extent thereof Required Lenders shall be deemed to instead refer to an opinion of Holdings and the corrective action Borrower, acting reasonably); or (if anyii) proposed to be taken with respect theretoHoldings or any Subsidiary receiving from (A) any lender or agent under the Revolving Credit Agreement, or any other definitive documentation for the Permitted ABL Facility, any notice alleging that a “default” or “event of default” has occurred thereunder, (B) the Crack Spread Hedging Counterparty, any notice alleging that a “default”, “event of default” or “termination event” has occurred under the Crack Spread Hedging Agreement or (C) Valero Marketing and Supply Company, or an Affiliated thereof, any notice alleging a default in the performance, observance or fulfillment of any material obligation of the Borrower under the Offtake Agreement; (b) the filing or commencement of, or Holdings or any written Subsidiary obtaining any knowledge of any threat or written notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitrationAuthority, against the Borrower Holdings or any of its subsidiaries as to which would Subsidiary or other Affiliate thereof that could reasonably be expected to have result in a Material Adverse Effect; (c) any other development specific to the Borrower or the Seller, or any of its subsidiaries that is not a matter of general public knowledge and that has hadtheir respective Affiliates, or would reasonably be expected to have, a Material Adverse Effecthaving made any claim for indemnification under the Stock Purchase Agreement; (d) (i) any Casualty with respect to any material portion of the Xxxxx Springs Refinery or that would cost $10,000,000 or more to repair or replace and (ii) any Condemnation with respect to any portion of the Xxxxx Springs Refinery; (e) the occurrence of any ERISA Event that, alone or together with all any other ERISA Events that have occurred, would could reasonably be expected to have result in a Material Adverse Effect; (ef) any material change in accounting policies or financial reporting practices by any Loan Party Holdings or any Subsidiaries thereofSubsidiary or other Affiliate thereof becoming subject to, or receiving notice of any claim with respect to, any Environmental Liability that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and (fg) any other event, condition or development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Responsible Officer of each of Holdings and the Borrower (i) degradation in advance rates under a Qualified Securitization Financing which results in a change in the average Advance Ratio for accounts receivable case of any notice under such Qualified Securitization Financing clause (d) of more than 20% as compared this Section, setting forth a description of (A) the Casualty with respect to the average Advance Ratio for the same month in the prior year which it is given and that such change in the Advance Ratio would be reasonably expected to result in a Default under Section 6.10 as reasonably determined by the Borrower in their good faith estimate of the cost to repair or replace the assets affected by such Casualty or (B) the Condemnation with respect to which it is given and the book value, and their good faith estimate of the fair market value, of the property subject to such Condemnation and (ii) an increase of more than 2.00% on the interest rate spread for the then existing Securitization Financing; provided further that any changes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as in effect on case of any other notice, setting forth the Closing Date (details of the event, condition or development requiring such the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment notice and any action taken or proposed to the pricing of such Qualified Securitization Financingbe taken with respect thereto.