Common use of Notice of Material Event Clause in Contracts

Notice of Material Event. Each Originator shall promptly inform ▇▇▇▇▇ and the Administrative Agent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, such Originator proposes to take with respect thereto: (i) any Litigation that (A) is affecting the Borrower and seeks damages in excess of $100,000, (B) seeks injunctive relief with respect to the Borrower, (C) is asserted or instituted against any Plan of the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates, the fiduciaries of such Plan (in their capacity as a fiduciary of any such Plan) or the assets of such Plan or against the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any such Plan, (D) alleges criminal misconduct by any Transaction Party, or (E) if determined adversely, could reasonably be expected to have a Material Adverse Effect; (ii) the commencement of a case or proceeding by or against the Parent, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, any Originator or such Subsidiary (A) under any Debtor Relief Law or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any Originator or any other Subsidiary of the Parent or for any substantial part of such Person’s assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, any Originator or any other Subsidiary of the Parent; (iii) the receipt of notice that (A) the Parent, such Originator, or any other Subsidiary of the Parent is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent’s, any Originator’s or any other Subsidiary of the Parent’s business is to be, or may be, suspended or revoked, or (C) the Parent, any Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, any Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect; (iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable was not an Eligible Receivable at the time of its Transfer to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01; (v) the establishment of any Title IV Plan of the Parent, any Originator or any other Subsidiary of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Plan, ESOP, Retiree Welfare Plan or any other Pension Plan not listed on Schedule 4.01(m); or (vi) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.

Notice of Material Event. Each Originator shall promptly inform ▇▇▇▇▇ and the Administrative Agent Buyer in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, such Originator proposes to take with respect thereto: (i) any Litigation that (A) is affecting any Litigation commenced or overtly threatened in writing against the Borrower Parent, the Member, any Originator or the Servicer (1) in connection with all or any portion of the Transferred Receivables and that seeks damages or penalties in an uninsured amount in excess of $100,000, (B) 1,000,000 in the aggregate or seeks injunctive relief with respect to the Borrowerthereto, (C2) is asserted or instituted against any Plan of the ParentPlan, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates, the its fiduciaries of such Plan (in their capacity as a fiduciary of any such Plan) or the its assets of such Plan or against the ParentServicer, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any such Plan, (D) alleges criminal misconduct by any Transaction Party, or (E3) if determined adversely, could reasonably be expected to have a Material Adverse Effect; or (B) any criminal proceeding is commenced against the Servicer or any Originator; (ii) the commencement of a case or proceeding by or against the Parent, the Member, any Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or any other Subsidiary of the Parent Servicer seeking a decree or order in respect of any such Person under the Parent, any Originator or such Subsidiary (A) under any Debtor Relief Law Bankruptcy Code or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (BA) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any Originator or any other Subsidiary of the Parent such Person or for any substantial part of such Person’s assets, or (CB) ordering the winding-up or liquidation of the affairs of the Parent, any Originator or any other Subsidiary of the Parentsuch Person; (iii) the receipt of notice that (A) the Parent, such the Member, any Originator, the Servicer or any Subsidiary (other Subsidiary than an Immaterial Subsidiary) of any Originator or the Parent Servicer is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent’s, the Member’s, any Originator’s, the Servicer’s or any Subsidiary (other than an Immaterial Subsidiary) of any Originator’s or any other Subsidiary of the ParentServicer’s business is to be, or may be, suspended or revoked, or (C) the Parent, the Member, any Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or any other Subsidiary of the Parent Servicer is to cease and desist any practice, procedure or policy employed by the Parent, the Member, such Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or any other Subsidiary of the Parent Servicer in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect; (iv) (A) any Adverse Claim made or overtly asserted in writing against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable was not an Eligible Receivable at the time of its Transfer sale to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01; (v) each infringement or overt written claim of infringement by any Person of any material intellectual property of any Originator which if adversely determined would reasonably be expected to have a Material Adverse Effect; (vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any material Charges which if adversely determined would reasonably be expected to have a Material Adverse Effect; (vii) the establishment of any Plan, Pension Plan, Title IV Plan of the Parent, any Originator or any other Subsidiary of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan or any other Pension Plan in an amount in excess of $1,000,000 and not listed on Schedule 4.01(m); or (viviii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.

Notice of Material Event. Each of Superior and each Originator shall promptly inform ▇▇▇▇▇ Buyer and the Administrative Agent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, Superior or such Originator Originator, as the case may be, proposes to take with respect thereto: (i) any Litigation that (A) is affecting the Borrower and seeks damages in excess of $100,000, (B) seeks injunctive relief with respect to the Borrower, (C) is asserted commenced or instituted threatened against any Plan of the Parent, Superior, any Originator or any other Subsidiary of the Parent or with respect to or in connection with all or any portion of their respective ERISA Affiliatesthe Transferred Receivables that (A) seeks damages or penalties in an uninsured amount in excess of $250,000 in the aggregate, the (B) seeks injunctive relief, (C) is asserted or instituted against any Plan, its fiduciaries of such Plan (in their capacity as a fiduciary of any such Plan) or the its assets of such Plan or against the Parent, Superior, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any such Plan, (D) alleges criminal misconduct by the Parent, Superior, any Transaction PartyOriginator or any other Subsidiary of the Parent, or (E) if determined adversely, could reasonably be expected to have a Material Adverse Effect; (ii) the commencement of a case or proceeding by or against the Parent, Superior, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, Superior, any Originator or such Subsidiary (A) under any Debtor Relief Law the Bankruptcy Code or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, Superior, any Originator or any other such Subsidiary of the Parent or for any substantial part of such Person’s 's assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, Superior, any Originator or any other Subsidiary of the Parent; (iii) the receipt of notice that (A) the Parent, Superior, such Originator, or any other Subsidiary of the Parent is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent’s's, any Superior's, such Originator’s 's or any other Subsidiary of the Parent’s 's business is to be, or may be, suspended or revoked, or (C) the Parent, any Superior, such Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, any Superior, such Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect; (iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in a Borrowing Base Certificate, a Borrowing Request or otherwise was not an Eligible Receivable at the time of its Transfer to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01such designation; (vA) each infringement or claim of infringement by any Person of any intellectual property of Superior or any Originator or (B) each item of intellectual property necessary to continue its business as then conducted by such originator which it does not own or have rights to use; (vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges; (vii) the establishment of any Plan, Pension Plan, Title IV Plan of the Parent, any Originator or any other Subsidiary of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Plan, ESOP, Retiree Welfare Plan or any other Pension Retiree Welfare Plan not listed on Schedule 4.01(m); or (viviii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.

Notice of Material Event. Each Originator Selling Subsidiary shall promptly inform ▇▇▇▇▇ and the Administrative Agent Parent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, thereof and what action, if any, such Originator Selling Subsidiary proposes to take with respect thereto: (i) any Litigation commenced or threatened against any Selling Subsidiary or with respect to or in connection with all or any portion of the Transferred Receivables that (A) is affecting the Borrower and seeks damages or penalties in an uninsured amount in excess of $100,000500,000 in any one instance or $500,000 in the aggregate, (B) seeks injunctive relief with respect to the Borrowerrelief, (C) is asserted or instituted against any Plan of the ParentPlan, any Originator its fiduciaries or any other Subsidiary of the Parent or any of their respective ERISA Affiliates, the fiduciaries of such Plan (in their capacity as a fiduciary of any such Plan) or the its assets of such Plan or against the Parent, any Originator Selling Subsidiary or any other Subsidiary of the Parent or any of their respective ERISA Affiliates Affiliate in connection with any such Plan, (D) alleges criminal misconduct by any Transaction PartySelling Subsidiary, or (E) would, if determined adversely, could reasonably be expected to have a Material Adverse Effect; (ii) the commencement of a case or proceeding in a court of competent jurisdiction by or against the Parent, any Originator or any other Selling Subsidiary of the Parent seeking a decree or order in respect of the Parent, any Originator or such Selling Subsidiary (A) under any Debtor Relief Law the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any Originator or any other Selling Subsidiary of the Parent or for any substantial part of such Person’s 's assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, any Originator or any other Subsidiary of the ParentSelling Subsidiary; (iii) the receipt of notice that (A) the Parent, such Originator, or any other Selling Subsidiary of the Parent is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent’s, any Originator’s or any other Subsidiary of the Parent’s such Selling Subsidiary's business is to be, or may be, suspended or revoked, or (C) the Parent, any Originator or any other such Selling Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, any Originator or any other such Selling Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to may have a Material Adverse Effect; (iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in an Borrowing Base Certificate or otherwise was not an Eligible Receivable at the time of its Transfer to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01; (v) the establishment of any Title IV Plan of the Parent, any Originator or any other Subsidiary of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Plan, ESOP, Retiree Welfare Plan or any other Pension Plan not listed on Schedule 4.01(m)such designation; or (viv) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.

Notice of Material Event. Each Originator Such Transferor shall promptly inform ▇▇▇▇▇ and the Administrative Agent Buyer in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, such Originator Transferor proposes to take with respect thereto: (i) any Litigation commenced or threatened in writing against such Transferor or any Subsidiary of such Transferor or with respect to or in connection with all or any portion of the Transferred Receivables that (A) is affecting the Borrower and seeks damages or penalties in an uninsured amount in excess of $100,000100,000,000.00 in the aggregate, (B) seeks injunctive to enjoin or otherwise prevent consummation of, or to obtain relief with respect to as a result of, the Borrowertransactions contemplated by this Agreement, (C) is asserted or instituted against any Plan of the ParentPlan, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates, the its fiduciaries of such Plan (in their capacity as a fiduciary of any such Plan) or the its assets or against such Transferor or any Subsidiary of such Plan or against the Parent, any Originator or any other Subsidiary of the Parent Transferor or any of their respective ERISA Affiliates in connection with any such Plan, and in each case could reasonably be expected to have a Material Adverse Effect, (D) alleges criminal misconduct by such Transferor or any Transaction PartySubsidiary of such Transferor and in each case could reasonably be expected to have a Material Adverse Effect, or (E) would reasonably be expected to be determined adversely and, if determined adversely, could reasonably be expected to have a Material Adverse Effect; (ii) the commencement of a case or proceeding by or against the Parent, any Originator such Transferor or any other Subsidiary of the Parent such Transferor seeking a decree or order in respect of the Parent, any Originator such Transferor or such Subsidiary (A) under any Debtor Relief Law the Bankruptcy Code or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any Originator such Transferor or any other such Subsidiary of the Parent or for any substantial part of such Person’s assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, any Originator such Transferor or any other Subsidiary of the Parentsuch Transferor; (iii) the receipt of notice that (A) the Parent, such OriginatorTransferor, or any other Subsidiary of the Parent such Transferor is being placed under regulatory supervisionsupervision outside the ordinary course of business, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent’s, any Originatorsuch Transferor’s or any other Subsidiary of the Parentsuch Transferor’s business is to be, or may be, suspended or revoked, or (C) the Parent, any Originator such Transferor or any other Subsidiary of the Parent such Transferor is to cease and desist any practice, procedure or policy employed by the Parent, any Originator such Transferor or any other Subsidiary of the Parent such Transferor in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect; (iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable was not an Eligible Receivable at the time of its Transfer sale to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01; (v) the establishment each material infringement or claim of material infringement by any Person of any Title IV Plan material intellectual property of the Parentsuch Transferor of which it has or should have knowledge which would reasonably be expected to be determined adversely and, any Originator or any other Subsidiary of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Planif determined adversely, ESOP, Retiree Welfare Plan or any other Pension Plan not listed on Schedule 4.01(m); or (vi) any other event, circumstance or condition that has had or could would reasonably be expected to have a Material Adverse Effect.;

Notice of Material Event. Each Originator shall promptly inform ▇▇▇▇▇ and the Administrative Agent Buyer in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, such Originator proposes to take with respect thereto: (i) any Litigation that (A) is affecting any Litigation commenced or overtly threatened in writing against the Borrower Parent, the Member, any Originator or the Servicer (1) in connection with all or any portion of the Transferred Receivables and that seeks damages or penalties in an uninsured amount in excess of $100,000, (B) 1,000,000 in the aggregate or seeks injunctive relief with respect to the Borrowerthereto, (C2) is asserted or instituted against any Plan of the ParentPlan, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates, the its fiduciaries of such Plan (in their capacity as a fiduciary of any such Plan) or the its assets of such Plan or against the ParentServicer, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any such Plan, (D) alleges criminal misconduct by any Transaction Party, or (E3) if determined adversely, could reasonably be expected to have a Material Adverse Effect;; or (B) any criminal proceeding is commenced against the Servicer or any Originator; Receivables Sale and Servicing Agreement (ii) the commencement of a case or proceeding by or against the Parent, the Member, any Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or any other Subsidiary of the Parent Servicer seeking a decree or order in respect of any such Person under the Parent, any Originator or such Subsidiary (A) under any Debtor Relief Law Bankruptcy Code or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (BA) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any Originator or any other Subsidiary of the Parent such Person or for any substantial part of such Person’s assets, or (CB) ordering the winding-up or liquidation of the affairs of the Parent, any Originator or any other Subsidiary of the Parentsuch Person; (iii) the receipt of notice that (A) the Parent, such the Member, any Originator, the Servicer or any Subsidiary (other Subsidiary than an Immaterial Subsidiary) of any Originator or the Parent Servicer is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent’s, the Member’s, any Originator’s, the Servicer’s or any Subsidiary (other than an Immaterial Subsidiary) of any Originator’s or any other Subsidiary of the ParentServicer’s business is to be, or may be, suspended or revoked, or (C) the Parent, the Member, any Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or any other Subsidiary of the Parent Servicer is to cease and desist any practice, procedure or policy employed by the Parent, the Member, such Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or any other Subsidiary of the Parent Servicer in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect; (iv) (A) any Adverse Claim made or overtly asserted in writing against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable was not an Eligible Receivable at the time of its Transfer sale to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01; (v) each infringement or overt written claim of infringement by any Person of any material intellectual property of any Originator which if adversely determined would reasonably be expected to have a Material Adverse Effect; (vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any material Charges which if adversely determined would reasonably be expected to have a Material Adverse Effect; Receivables Sale and Servicing Agreement (vii) the establishment of any Plan, Pension Plan, Title IV Plan of the Parent, any Originator or any other Subsidiary of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan or any other Pension Plan in an amount in excess of $1,000,000 and not listed on Schedule 4.01(m); or (viviii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.

Notice of Material Event. Each Originator shall (and shall cause each of its Domestic Subsidiaries to) promptly inform ▇▇▇▇▇ and the Administrative Agent Buyer in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, such Originator or such Domestic Subsidiary proposes to take with respect thereto: (i) any Litigation commenced or threatened against any Originator or any such Domestic Subsidiary or with respect to or in connection with all or any portion of the Transferred Receivables that (A) is affecting the Borrower and seeks damages or penalties in an uninsured amount in excess of $100,000500,000 in any one instance or $1,000,000 in the aggregate, (B) seeks injunctive relief with respect to the Borrowerrelief, (C) is asserted or instituted against any Plan of the ParentPlan, its fiduciaries or its assets or against any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates, the fiduciaries of such Plan (in their capacity as a fiduciary of any such Plan) or the assets of such Plan or against the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates Affiliate in connection with any such Plan, (D) alleges criminal misconduct by any Transaction PartyOriginator or any such Domestic Subsidiary, (E) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Liability, or (EF) if determined adversely, could reasonably be expected to have a Material Adverse Effect; (ii) the commencement of a case or proceeding by or against the Parent, any Originator or any other such Domestic Subsidiary of the Parent seeking a decree or order in respect of the Parent, any Originator or any such Domestic Subsidiary (A) under any Debtor Relief Law the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy bankruptcy, liquidation, insolvency, moratorium, receivership or other similar reorganization law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any Originator or any other such Domestic Subsidiary of the Parent or for any substantial part of such Person’s 's assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, any Originator or any other Subsidiary of the Parentsuch Domestic Subsidiary; (iii) the receipt of notice that (A) the Parent, such Originator, Originator or any other such Domestic Subsidiary of the Parent is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent’s, any such Originator’s 's or any other Subsidiary of the Parent’s such Domestic Subsidiary's business is to be, or may be, suspended or revoked, or (C) the Parent, any such Originator or any other such Domestic Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, any such Originator or any other such Domestic Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to may have a Material Adverse Effect; (iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables or Originator Collateral of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in an Investment Base Certificate or otherwise was not an Eligible Receivable at the time of its Transfer to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01such designation; (vA) each infringement or claim of infringement by any other Person of any intellectual property of any Originator and (B) each item of intellectual property necessary to continue its business as then conducted by such Originator which it does not own or have rights to use; (vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any taxes, assessments or other charges; (vii) the establishment of any Plan, Pension Plan, Title IV Plan of the ParentPlan, any Originator or any other Subsidiary of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Plan, ESOP, Retiree Welfare Plan or any other Pension Retiree Welfare Plan not listed on Schedule 4.01(mSCHEDULE 4.01(M); or (viviii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect. The requirements of this SECTION 4.02(h) shall be satisfied so long as any Originator has provided the notice and details required herein.

Notice of Material Event. Each Originator shall promptly inform ▇▇▇▇▇ and the Administrative Agent CRLLC in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, thereof and what action, if any, such Originator proposes to take with respect thereto: : (i) any Litigation commenced or threatened against any Originator or with respect to or in connection with all or any portion of the Transferred Receivables that (A) is affecting the Borrower and seeks damages or penalties in an uninsured amount in excess of $100,000500,000, (B) seeks injunctive relief with respect to the Borrowerrelief, (C) is asserted or instituted against any Plan of the ParentPlan, its fiduciaries or its assets or against any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates, the fiduciaries of such Plan (in their capacity as a fiduciary of any such Plan) or the assets of such Plan or against the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates Affiliate in connection with any such Plan, (D) alleges criminal misconduct by any Transaction PartyOriginator, or (E) would, if determined adversely, could reasonably be expected to have a Material Adverse Effect; ; (ii) the commencement of a case or proceeding by or against the Parent, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, any Originator or such Subsidiary (A) under any Debtor Relief Law the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any Originator or any other Subsidiary of the Parent or for any substantial part of such Person’s 's assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, any Originator or any other Subsidiary of the Parent; Originator; (iii) the receipt of notice that (A) the Parent, such Originator, or any other Subsidiary of the Parent Originator is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent’s, any such Originator’s or any other Subsidiary of the Parent’s 's business is to be, or may be, suspended or revoked, or (C) the Parent, any such Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, any such Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to may have a Material Adverse Effect; ; (iv) ) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in an Investment Base Certificate or otherwise was not an Eligible Receivable at the time of its Transfer to Buyer such designation; or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01; (v) the establishment of any Title IV Plan of the Parent, any Originator or any other Subsidiary of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Plan, ESOP, Retiree Welfare Plan or any other Pension Plan not listed on Schedule 4.01(m); or (vi) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.

Notice of Material Event. Each Originator shall promptly inform ▇▇▇▇▇ Buyer and the Administrative Agent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, such Originator proposes to take with respect thereto: (i) any Litigation commenced or threatened against the Parent, any Originator or any other Subsidiary of the Parent or with respect to or in connection with all or any portion of the Transferred Receivables that (A) is affecting the Borrower and seeks damages reasonably likely to involve an amount in excess of the Dollar Equivalent of $100,00010,000,000 individually or in the aggregate with any related Litigation, (B) seeks injunctive relief with respect to the Borrowerrelief, (C) is asserted or instituted against any Plan of the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates, the fiduciaries of such Plan (in their capacity as a fiduciary of any such Plan) or the assets of such Plan or against the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any such Plan, (D) alleges criminal misconduct by the Parent, any Transaction PartyOriginator or any other Subsidiary of the Parent, or (E) if determined adversely, could reasonably be expected to have a Material Adverse Effect; (ii) the commencement of a case or proceeding by or against the Parent, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, any Originator or such Subsidiary (A) under any Debtor Relief Law or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any Originator or any other Subsidiary of the Parent or for any substantial part of such Person’s assets, or (C) ordering the winding-up winding‑up or liquidation of the affairs of the Parent, any Originator or any other Subsidiary of the Parent; (iii) the receipt of notice that (A) the Parent, such Originator, or any other Subsidiary of the Parent is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent’s, any Originator’s or any other Subsidiary of the Parent’s business is to be, or may be, suspended or revoked, or (C) the Parent, any Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, any Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect; (iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable was not an Eligible Receivable at the time of its Transfer to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01; (v) the establishment of any Title IV Plan of the Parent, any Originator or any other Subsidiary of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Plan, ESOP, Retiree Welfare Plan or any other Pension Plan not listed on Schedule 4.01(m); or (vi) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.

Notice of Material Event. Each Such Originator shall promptly inform ▇▇▇▇▇ its Related Buyer and the Administrative Agent SPV in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, such Originator proposes to take with respect thereto: (i) any Litigation commenced or threatened in writing against such Originator or any Subsidiary of such Originator or with respect to or in connection with all or any portion of the Transferred Receivables that (A) is affecting the Borrower and seeks damages or penalties in an uninsured amount in excess of $100,000100,000,000.00 in the aggregate, (B) seeks injunctive to enjoin or otherwise prevent consummation of, or to obtain relief with respect to as a result of, the Borrowertransactions contemplated by this Agreement, (C) is asserted or instituted against any Plan of the ParentPlan, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates, the its fiduciaries of such Plan (in their capacity as a fiduciary of any such Plan) or the its assets of such Plan or against the Parent, any such Originator or any other Subsidiary of the Parent such Originator or any of their respective ERISA Affiliates in connection with any such PlanPlan and in each case could reasonably be expected to have a Material Adverse Effect, (D) alleges criminal misconduct by such Originator or any Transaction PartySubsidiary of such Originator, and in each case could reasonably be expected to have a Material Adverse Effect or (E) would reasonably be expected to be determined adversely and, if determined adversely, could reasonably be expected to have a Material Adverse Effect; (ii) the commencement of a case or proceeding by or against the Parent, any such Originator or any other Subsidiary of the Parent such Originator seeking a decree or order in respect of the Parent, any such Originator or such Subsidiary (A) under any Debtor Relief Law the Bankruptcy Code or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any such Originator or any other such Subsidiary of the Parent or for any substantial part of such Person’s assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, any such Originator or any other Subsidiary of the Parentsuch Originator; (iii) the receipt of notice that (A) the Parent, such Originator, or any other Subsidiary of the Parent such Originator is being placed under regulatory supervisionsupervision outside the ordinary course of business, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent’s, any such Originator’s or any other Subsidiary of the Parentsuch Originator’s business is to be, or may be, suspended or revoked, or (C) the Parent, any such Originator or any other Subsidiary of the Parent such Originator is to cease and desist any practice, procedure or policy employed by the Parent, any such Originator or any other Subsidiary of the Parent such Originator in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect; (iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable was not an Eligible Receivable at the time of its Transfer sale to its Related Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01; (v) the establishment each material infringement or claim of material infringement by any Person of any Title IV Plan material intellectual property of the Parentsuch Originator of which it has or should have knowledge which would reasonably be expected to be determined adversely and, any Originator or any other Subsidiary of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Planif determined adversely, ESOP, Retiree Welfare Plan or any other Pension Plan not listed on Schedule 4.01(m); or (vi) any other event, circumstance or condition that has had or could would reasonably be expected to have a Material Adverse Effect.;

Notice of Material Event. Each Originator shall promptly inform ▇▇▇▇▇ and the Administrative Agent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, such Originator proposes to take with respect thereto: (i) any Litigation that (A) is affecting the Borrower and seeks damages in excess of $100,000, (B) seeks injunctive relief with respect to the Borrower, (C) is asserted or instituted against any Plan of the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates, the fiduciaries of such Plan (in their capacity as a fiduciary of any such Plan) or the assets of such Plan or against the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any such Plan, (D) alleges criminal 16 misconduct by any Transaction Party, or (E) if determined adversely, could reasonably be expected to have a Material Adverse Effect; (ii) the commencement of a case or proceeding by or against the Parent, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, any Originator or such Subsidiary (A) under any Debtor Relief Law or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any Originator or any other Subsidiary of the Parent or for any substantial part of such Person’s assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, any Originator or any other Subsidiary of the Parent; (iii) the receipt of notice that (A) the Parent, such Originator, or any other Subsidiary of the Parent is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent’s, any Originator’s or any other Subsidiary of the Parent’s business is to be, or may be, suspended or revoked, or (C) the Parent, any Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, any Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect; (iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable was not an Eligible Receivable at the time of its Transfer to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01; (v) the establishment of any Title IV Plan of the Parent, any Originator or any other Subsidiary of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Plan, ESOP, Retiree Welfare Plan or any other Pension Plan not listed on Schedule 4.01(m); or (vi) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.

Notice of Material Event. Each Originator shall promptly inform ▇▇▇▇▇ Buyer and the Administrative Agent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, such Originator proposes to take with respect thereto: (i) any Litigation that (A) is affecting the Borrower and seeks damages in excess of $100,000, (B) seeks injunctive relief with respect to the Borrower, (C) is asserted commenced or instituted threatened against any Plan of the Parent, any Originator or any other Subsidiary of the Parent or with respect to or in connection with all or any portion of their respective ERISA Affiliatesthe Transferred Receivables that (A) is reasonably likely to involve an amount in excess of $10,000,000 individually or in the aggregate with any related Litigation, the (B) seeks injunctive relief, (C) is asserted or instituted against any Plan, its fiduciaries of such Plan (in their capacity as a fiduciary of any such Plan) or the its assets of such Plan or against the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any such Plan, (D) alleges criminal misconduct by the Parent, any Transaction PartyOriginator or any other Subsidiary of the Parent, or (E) if determined adversely, could reasonably be expected to have a Material Adverse Effect; (ii) the commencement of a case or proceeding by or against the Parent, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, any Originator or such Subsidiary (A) under any Debtor Relief Law the Bankruptcy Code or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any Originator or any other such Subsidiary of the Parent or for any substantial part of such Person’s assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, any Originator or any other Subsidiary of the Parent; (iii) the receipt of notice that (A) the Parent, such Originator, or any other Subsidiary of the Parent is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent’s, any such Originator’s or any other Subsidiary of the Parent’s business is to be, or may be, suspended or revoked, or (C) the Parent, any such Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, any such Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect; (iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable was not an Eligible Receivable at the time of its Transfer to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01; (v) the establishment of any Title IV Plan of the Parent, any Originator or any other Subsidiary of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Plan, ESOP, ESOP or Retiree Welfare Plan or any other Pension Plan not listed on Schedule 4.01(m); or (vi) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.

Notice of Material Event. Each of the Parent and each Originator shall ------------------------ promptly inform ▇▇▇▇▇ and the Administrative Agent Buyer in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, thereof and what action, if any, the Parent or such Originator Originator, as the case may be, proposes to take with respect thereto: (i) any Litigation commenced or threatened against the Parent or any Originator or with respect to or in connection with all or any portion of the Transferred Receivables that (A) is affecting the Borrower and seeks damages or penalties in an uninsured amount in excess of $100,0001,000,000 in any one instance or $1,000,000 in the aggregate, (B) seeks injunctive relief with respect to the Borrowerrelief, (C) is asserted or instituted against any Plan of the ParentPlan, any Originator its fiduciaries or any other Subsidiary of the Parent or any of their respective ERISA Affiliates, the fiduciaries of such Plan (in their capacity as a fiduciary of any such Plan) or the its assets of such Plan or against the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any such Plan, (D) alleges criminal misconduct by the Parent or any Transaction PartyOriginator, or (E) would, if determined adversely, could reasonably be expected to have a Material Adverse Effect; (ii) the commencement of a case or proceeding by or against the Parent, Parent or any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, Parent or any Originator or such Subsidiary (A) under any Debtor Relief Law the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, Parent or any Originator or any other Subsidiary of the Parent or for any substantial part of such Person’s 's assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, any Originator Parent or any other Subsidiary of the ParentOriginator; (iii) the receipt of notice that (A) the Parent, such Originator, or any other Subsidiary of the Parent is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent’s, any 's or such Originator’s or any other Subsidiary of the Parent’s 's business is to be, or may be, suspended or revoked, or (CB) the Parent, any Parent or such Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, any Parent or such Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to may have a Material Adverse Effect; (iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in a Borrowing Base Certificate or otherwise was not an Eligible Receivable at the time of its Transfer to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01such designation; (v) any material changes to the establishment of any Title IV Plan of the Parent, any Originator "Farm ▇▇▇▇" or any tariffs, quotas or other Subsidiary of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Plan, ESOP, Retiree Welfare Plan or any other Pension Plan not listed on Schedule 4.01(m)restrictions in imported sugar; or (vi) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.

Notice of Material Event. Each Originator shall promptly inform ▇▇▇▇▇ and the Administrative Agent Buyer in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, thereof and what action, if any, such Originator proposes to take with respect thereto: (i) any Litigation commenced or threatened against such Originator or with respect to or in connection with all or any portion of the Transferred Receivables and the Related Security originated by such Originator that (A) is affecting the Borrower and seeks damages or penalties in an uninsured amount in excess of $100,000250,000 in any one instance or $1,000,000 in the aggregate, (B) seeks injunctive relief with respect to the Borrowerrelief, (C) is asserted or instituted against any Plan of the ParentPlan, any its fiduciaries or its assets or against such Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates, the fiduciaries of such Plan (in their capacity as a fiduciary of any such Plan) or the assets of such Plan or against the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates Affiliate in connection with any such Plan, (D) alleges criminal misconduct by any Transaction Partysuch Originator, or (E) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Liability, (F) would, if determined adversely, could reasonably be expected to have a Material Adverse Effect; (ii) the commencement of a case or proceeding by or against the Parent, any such Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, any Originator or such Subsidiary Person (A) under any Debtor Relief Law the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parentsuch Originator, any Originator or any other Subsidiary of the Parent or for any substantial part of such Person’s 's assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, any Originator or any other Subsidiary of the Parentsuch Originator; (iii) the receipt of notice that (A) the Parent, such Originator, or any other Subsidiary of the Parent is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent’s, any Originator’s or any other Subsidiary of the Parent’s business is to be, or may be, suspended or revoked, or (C) the Parent, any Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, any Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect; (iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables originated by such Originator and the Related Security of which it becomes aware or (B) any determination that a Transferred Receivable originated by such Originator designated as an Eligible Receivable in an Investment Base Certificate or otherwise was not an Eligible Receivable at the time of its Transfer to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01such designation; (viv) the establishment receipt of any Title IV Plan of the Parent, any notice that (A) such Originator or any Subsidiary thereof is being placed under regulatory supervision as a result of any violation of any law or regulation, (B) any license, permit, charter, registration or approval necessary for the conduct of such Originator or any Subsidiary therof business is to be, or may be, suspended or revoked, (C) such Originator or any Subsidiary thereof has received any notice relating to ERISA, Environmental Laws or Environmental Permits or (D) such Originator or any Subsidiary therof is to cease and desist any practice, procedure or policy employed by such Person in the conduct of its business if such cessation may have a Material Adverse Effect; (A) each infringement or claim of infringement by any other Person of any intellectual property of such Originator or any Subsidiary thereof necessary for the servicing and collection of the Parent Receivables and the Related Security and (B) each item of intellectual property necessary for the servicing and collection of the Receivables and the Related Security by such Originator or any ERISA Affiliate thereof Subsidiary therof which it does not own or undertaking by any of have rights to use; A. M. Castle & Co., Total Plastics, Inc., ▇▇▇▇▇▇ Steel Plate Co, and Keystone Tube Company, LLC Receivables Sale and Contribution Agreement (vi) the foregoing to make contributions to any Multiemployer Plan, ESOP, Retiree Welfare Plan execution or filing with the IRS or any other Pension Plan Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of taxes, assessments or other charges which if not listed on Schedule 4.01(mpaid would reasonably be expected to cause a Material Adverse Effect; (A) the occurrence of any "Event of Default" under (and as defined in the) Permitted Outstanding Debt Documents, (B) the termination of the Permitted Outstanding Debt Documents or any event that has caused the Permitted Outstanding Debt Documents to cease to be in full force and effect (other than as a result of the repayment of the Permitted Outstanding Debt to the extent such repayment is permitted under Section 4.04(n)), (C) the occurrence of any "Termination Event" under (and as defined in the) Purchase Agreement, (D) the termination of the Purchase Agreement or any event that has caused the Purchase Agreement to cease to be in full force and effect; or (viviii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.;

Notice of Material Event. Each Originator shall promptly inform ▇▇▇▇▇ Buyer and the Administrative Agent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, such Originator proposes to take with respect thereto: (i) any Litigation that (A) is affecting the Borrower and seeks damages in excess of $100,000, (B) seeks injunctive relief with respect to the Borrower, (C) is asserted or instituted against any Plan of the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates, the fiduciaries of such Plan (in their capacity as a fiduciary of any such Plan) or the assets of such Plan or against the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any such Plan, (D) alleges criminal misconduct by any Transaction Party, or (E) if determined adversely, could reasonably be expected to have a Material Adverse Effect; (ii) the commencement of a case or proceeding by or against the Parent, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, any Originator or such Subsidiary (A) under any Debtor Relief Law or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any Originator or any other Subsidiary of the Parent or for any substantial part of such Person’s assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, any Originator or any other Subsidiary of the Parent; (iii) the receipt of notice that (A) the Parent, such Originator, or any other Subsidiary of the Parent is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent’s, any Originator’s or any other Subsidiary of the Parent’s business is to be, or may be, suspended or revoked, or (C) the Parent, any Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, any Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect; (iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable was not an Eligible Receivable at the time of its Transfer to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01; (v) the establishment of any Title IV Plan of the Parent, any Originator or any other Subsidiary of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Plan, ESOP, Retiree Welfare Plan or any other Pension Plan not listed on Schedule 4.01(m); or (vi) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.

Notice of Material Event. Each Such Originator shall promptly inform ▇▇▇▇▇ and the Administrative Agent in writing MRFC of the occurrence of any of the following, in each case case, setting forth the details thereof, any notices or other correspondence relating thereto, thereof and what action, if any, such Originator proposes to take with respect thereto: (i) any Litigation commenced or threatened against any Originator or with respect to or in connection with all or any portion of the Transferred Receivables that (A) is affecting the Borrower and seeks damages or penalties in an uninsured amount in excess of $100,0005,000,000 in any one instance or $10,000,000 in the aggregate, (B) seeks injunctive relief with respect to the Borrowerrelief, (C) is asserted or instituted against any Plan of the ParentPlan, its fiduciaries or its assets or against any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates, the fiduciaries of such Plan (in their capacity as a fiduciary of any such Plan) or the assets of such Plan or against the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates Affiliate in connection with any such Plan, (D) alleges criminal misconduct by any Transaction PartyOriginator, or (E) would, if determined adversely, could reasonably be expected to have a Material Adverse Effect; (ii) the commencement of a case or proceeding by or against the Parent, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, any Originator or such Subsidiary Person (A) under any Debtor Relief Law the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any Originator or any other Subsidiary of the Parent or for any substantial part of such Person’s assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, any Originator or any other Subsidiary of the ParentOriginator; (iii) the receipt occurrence of notice an ERISA Event that, alone or together with an other ERISA Events that (A) the Parenthave occurred, such Originator, or any other Subsidiary of the Parent is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent’s, any Originator’s or any other Subsidiary of the Parent’s business is to be, or may be, suspended or revoked, or (C) the Parent, any Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, any Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effectresult in liability of Metaldyne and its Subsidiaries in an aggregate amount exceeding $10,000,000; (iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables or Originator Collateral of which it becomes aware actually ▇▇▇▇ or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in an Investment Base Certificate or otherwise was not an Eligible Receivable at the time of its Transfer to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01such designation; (v) any event that could reasonably be expected to result in the establishment imposition of any Title IV Plan a Lien under Section 412 of the Parent, any Originator IRC or any other Subsidiary Section 302 or 4068 of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Plan, ESOP, Retiree Welfare Plan or any other Pension Plan not listed on Schedule 4.01(m)ERISA; or (vi) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse EffectEffect with respect to such Originator, in each case setting forth the details thereof and what action, if any, such Originator proposes to take with respect thereto.

Notice of Material Event. Each Performance Guarantor and each Originator shall promptly inform ▇▇▇▇▇ and the Administrative Agent Buyer in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, thereof and what action, if any, Performance Guarantor or such Originator proposes to take with respect thereto: (i) any Litigation commenced or threatened against Performance Guarantor or any Originator or with respect to or in connection with all or any portion of the Transferred Receivables that (A) is affecting the Borrower and seeks damages or penalties in an uninsured amount in excess of $100,000500,000 in any one instance or $1,000,000 in the aggregate, (B) seeks injunctive relief with respect to the Borrowerrelief, (C) is asserted or instituted against any Plan of the ParentPlan, its fiduciaries or its assets or against any Originator Originator, Performance Guarantor or any other Subsidiary of the Parent or any of their respective ERISA Affiliates, the fiduciaries of such Plan (in their capacity as a fiduciary of any such Plan) or the assets of such Plan or against the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates Affiliate in connection Wabash National Corporation, NOAMTC, Inc., Wabash National, L.P. and WNC Receivables, LLC Receivables Sale and Contribution Agreement with any such Plan, (D) alleges criminal misconduct by Performance Guarantor or any Transaction PartyOriginator, or (E) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Liability, (F) would, if determined adversely, could reasonably be expected to have a Material Adverse Effect; (ii) the commencement of a case or proceeding by or against the Parent, Performance Guarantor or any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, any Originator or such Subsidiary Person (A) under any Debtor Relief Law the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any Originator Performance Guarantor or any other Subsidiary of the Parent Originator, or for any substantial part of such Person’s 's assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, any Originator or any other Subsidiary of the ParentPerformance Guarantor; (iii) the receipt of notice that (A) the Parent, such Originator, or any other Subsidiary of the Parent is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent’s, any Originator’s or any other Subsidiary of the Parent’s business is to be, or may be, suspended or revoked, or (C) the Parent, any Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, any Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect; (iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in an Investment Base Certificate or otherwise was not an Eligible Receivable at the time of its Transfer to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01; (v) the establishment of any Title IV Plan of the Parent, any Originator or any other Subsidiary of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Plan, ESOP, Retiree Welfare Plan or any other Pension Plan not listed on Schedule 4.01(m)such designation; or (viiv) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.

Notice of Material Event. Each Originator shall promptly inform ▇▇▇▇▇ and the Administrative Agent Buyer in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, such Originator proposes to take with respect thereto: (i) Any Litigation which may exist at any Litigation that (A) is affecting the Borrower and seeks damages in excess of $100,000, (B) seeks injunctive relief with respect to the Borrower, (C) is asserted or instituted against any Plan of time between the Parent, the Member, any Originator or the Servicer and any other Subsidiary of the Parent Governmental Authority, or any of their respective ERISA Affiliates, the fiduciaries of such Plan (in their capacity as a fiduciary receipt of any such Plan) notice of any environmental claim or the assets of such Plan or assessment against the Parent, the Member, any Originator or the Servicer, which in any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any such Plan, (D) alleges criminal misconduct by any Transaction Party, or (E) if determined adversely, case could reasonably be expected to have a Material Adverse Effect; (ii) the commencement of a case or proceeding by or against Any Litigation affecting the Parent, the Member, any Originator or any other Subsidiary the Servicer (i) in which more than $35,000,000 of the Parent seeking a decree amount claimed is not covered by insurance or order (ii) in respect of the Parent, any Originator or such Subsidiary (A) under any Debtor Relief Law or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (which injunctive or similar official) for the Parent, any Originator or any other Subsidiary of the Parent or for any substantial part of such Person’s assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, any Originator or any other Subsidiary of the Parent; (iii) the receipt of notice that (A) the Parent, such Originator, or any other Subsidiary of the Parent relief is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent’s, any Originator’s or any other Subsidiary of the Parent’s business is to be, or may be, suspended or revoked, or (C) the Parent, any Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, any Originator or any other Subsidiary of the Parent in the conduct of its business sought which if such cessation obtained could reasonably be expected to have a Material Adverse Effect; (iii) the occurrence of any event that would have a Material Adverse Effect on the aggregate value of the Transferred Receivables or on the assignments and Liens granted by the Borrower pursuant to this Agreement; (iv) (A) any Adverse Claim other than any Permitted Encumbrance made or overtly asserted in writing against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable was not an Eligible Receivable at the time of its Transfer sale to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01; (v) the establishment each infringement or overt written claim of infringement by any Person of any Title IV Plan material intellectual property of the Parent, any Originator which if adversely determined could reasonably be expected to have a Material Adverse Effect; (vi) the execution or filing with the IRS or any other Subsidiary Governmental Authority of any agreement or other document extending, or having the Parent effect of extending, the period for assessment or collection of any material Charges which if adversely determined could reasonably be expected to have a Material Adverse Effect; (vii) copies of any documents or notices described in Sections 101(k) or 101(l) of ERISA that any Transaction Party or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions may request with respect to any Multiemployer Plan; provided, ESOPthat if the Transaction Parties or their ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of an applicable Multiemployer Plan, Retiree Welfare then such Originator shall cause the Transaction Parties and/or their ERISA Affiliates to promptly make a request for such documents or notices from the administrator or sponsor of such Multiemployer Plan and Borrower shall provide copies of such document and notices promptly after receipt thereof; (viii) the occurrence of any Reportable Event that, alone or together with any other Pension Plan not listed on Schedule 4.01(m)Reportable Events that have occurred, would reasonably be expected to result in a Material Adverse Effect, and in addition to such notice, deliver to Buyer whichever of the following may be applicable: (A) a certificate of the Responsible Officer setting forth details as to such Reportable Event and the action that the Transaction Parties or ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice of such Reportable Event that may be required to be filed with the PBGC, or (B) any notice delivered by the PBGC in connection with such Reportable Event; or (viix) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.

Notice of Material Event. Each The Originator shall promptly inform ▇▇▇▇▇ ------------------------ PSC and any assignee (except in respect of clause (i), in which event the Administrative Agent Originator shall immediately inform PSC and any assignee) in writing of the occurrence of any of the following, in each case setting following which shall set forth the details thereof, any notices or other correspondence relating thereto, thereof and what action, if any, such action the Originator proposes to take with respect thereto: (i) the submission of any Litigation that (A) is affecting claim or the Borrower and seeks damages in excess initiation of $100,000any legal process, (B) seeks injunctive relief litigation or administrative or judicial investigation against the Originator or with respect to the Borrower, (C) is asserted or instituted against any Plan of the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates, the fiduciaries of such Plan (in their capacity as a fiduciary of any such Plan) or the assets of such Plan or against the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with all or any such Planportion of the Transferred Receivables, (D) alleges criminal misconduct by any Transaction Partywhich, or (E) if determined adverselyadversely determined, could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Originator; (ii) any change in the location of the Originator's principal office or any change in the location of the Originator's books and records; (iii) the commencement or threat of a case any rule making or proceeding disciplinary proceedings or any proceedings instituted by or against the ParentOriginator in any federal, state or local court or before any Originator governmental body or agency, or before any arbitration board, or the promulgation of any proceeding or any other Subsidiary proposed or final rule which, if adversely determined, would have a material adverse effect with respect to the Originator; (iv) the commencement of any proceedings by or against the Parent seeking a decree or order in respect of the Parent, any Originator or such Subsidiary (A) under any Debtor Relief Law or any other applicable federalbankruptcy, statereorganization, provincial or foreign bankruptcy liquidation, rehabilitation, insolvency or other similar law, (B) appointing law now or hereafter in effect or of any proceeding in which a custodian, receiver, liquidator, assigneeconservator, trustee or sequestrator (similar official shall have been, or similar official) may be, appointed or requested for the Parent, any Originator or any other Subsidiary of the Parent or for any substantial part of such Person’s its assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, any Originator or any other Subsidiary of the Parent; (iiiv) the receipt of notice that (A) the Parent, such Originator, or any other Subsidiary of the Parent Originator is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent’s, any Originator’s or any other Subsidiary of the Parent’s 's business is to be, or may be, suspended or revoked, or (C) the Parent, any Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, any Originator or any other Subsidiary of the Parent in the conduct of its business if business, and such cessation could reasonably be expected to may have a Material Adverse Effect; (iv) (A) any Adverse Claim made or asserted against any of material adverse effect with respect to the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable was not an Eligible Receivable at the time of its Transfer to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01; (v) the establishment of any Title IV Plan of the Parent, any Originator or any other Subsidiary of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Plan, ESOP, Retiree Welfare Plan or any other Pension Plan not listed on Schedule 4.01(m)Originator; or (vi) any other event, circumstance or condition that has had had, or could reasonably be expected to have has a Material Adverse Effectmaterial possibility of having, a material adverse effect in respect of the Originator.

Notice of Material Event. Each Originator shall promptly (upon becoming aware thereof) inform ▇▇▇▇▇ Buyer and the Administrative Agent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, such Originator proposes to take with respect thereto: (i) any Litigation that (A) is affecting the Borrower and seeks damages in excess of $100,000, (B) seeks injunctive relief with respect to the Borrower, (C) is asserted commenced or instituted against any Plan of the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates, the fiduciaries of such Plan (in their capacity as a fiduciary of any such Plan) or the assets of such Plan or threatened against the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates with respect to or in connection with all or any such Planportion of the Transferred Receivables that (A) seeks to enjoin or otherwise prevent consummation of, (D) alleges criminal misconduct or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or any Transaction Partyother Related Document, or (EB) would reasonably be expected to be adversely determined and, if determined adversely, could reasonably be expected to have a Material Adverse Effect; (ii) the commencement of a case or proceeding by or against the Parent, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, any Originator or such Subsidiary (A) under any Debtor Relief Law the Bankruptcy Code or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any Originator or any other such Subsidiary of the Parent or for any substantial part of such Person’s assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, any Originator or any other Subsidiary of the Parent; (iii) the receipt of notice that (A) the Parent, such Originator, or any other Subsidiary of the Parent is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent’s, any such Originator’s or any other Subsidiary of the Parent’s business is to be, or may be, suspended or revoked, or (CB) the Parent, any such Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, any such Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect; (iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in a Borrowing Base Certificate, a Borrowing Request or otherwise was not an Eligible Receivable at the time of its Transfer to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01such designation; (vA) the establishment each infringement or claim of infringement by any Person of any Title IV Plan intellectual property of the Parent, any Originator or any other Subsidiary (B) each item of intellectual property necessary to continue its business as then conducted by such originator which it does not own or have rights to use; (vi) the Parent execution or any ERISA Affiliate thereof or undertaking by any of filing with the foregoing to make contributions to any Multiemployer Plan, ESOP, Retiree Welfare Plan IRS or any other Pension Plan not listed on Schedule 4.01(m); orGovernmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges; (vivii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.

Notice of Material Event. Each Originator shall promptly inform ▇▇▇▇▇ and the Administrative Agent Buyer in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, such Originator proposes to take with respect thereto: (i) any Litigation that (A) is affecting the Borrower and seeks damages in excess of $100,000, (B) seeks injunctive relief with respect to the Borrower, (C) is asserted commenced or instituted threatened against any Plan of the Parent, any Originator or any other Subsidiary of the Parent or with respect to or in connection with all or any portion of their respective ERISA Affiliatesthe Transferred Receivables that (A) seeks damages or penalties in an uninsured amount in excess of $2,000,000 in the aggregate, the (B) seeks injunctive relief, (C) is asserted or instituted against any Plan, its fiduciaries of such Plan (in their capacity as a fiduciary of any such Plan) or the its assets of such Plan or against the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any such Plan, (D) alleges criminal misconduct by the Parent, any Transaction PartyOriginator or any other Subsidiary of the Parent, or (E) if determined adversely, could reasonably be expected to have a Material Adverse Effect; (ii) the commencement of a case or proceeding by or against the Parent, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, any Originator or such Subsidiary (A) under any Debtor Relief Law the Bankruptcy Code or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any Originator or any other such Subsidiary of the Parent or for any substantial part of such Person’s assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, any Originator or any other Subsidiary of the Parent; (iii) the receipt of notice that (A) the Parent, such Originator, or any other Subsidiary of the Parent is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent’s, any such Originator’s or any other Subsidiary of the Parent’s business is to be, or may be, suspended or revoked, or (C) the Parent, any such Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, any such Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect; (iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable was not an Eligible Receivable at the time of its Transfer sale to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01; (v) each infringement or claim of infringement by any Person of any intellectual property of any Originator; (vi) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges; (vii) the establishment of any Plan, Pension Plan, Title IV Plan of the Parent, any Originator or any other Subsidiary of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Plan, ESOP, Retiree Welfare Plan or any other Pension Retiree Welfare Plan not listed on Schedule 4.01(m); or (viviii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.

Notice of Material Event. Each Originator The Parent shall promptly inform ▇▇▇▇▇ and the Administrative Agent Buyer in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, thereof and what action, if any, such Originator the Parent proposes to take with respect thereto: (i) any Litigation commenced or threatened against any Originator or with respect to or in connection with all or any portion of the Transferred Receivables that (A) is affecting the Borrower and seeks damages or penalties in an uninsured amount in excess of $100,000500,000 in any one instance or $500,000 in the aggregate, (B) seeks injunctive relief with respect to the Borrowerrelief, (C) is asserted or instituted against any Plan of the ParentPlan, any Originator its fiduciaries or any other Subsidiary of its assets or against the Parent or any of their respective ERISA Affiliates, the fiduciaries of such Plan (in their capacity as a fiduciary of any such Plan) or the assets of such Plan or against the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates Affiliate in connection with any such Plan, (D) alleges criminal misconduct by the Parent or any Transaction Partyother Originator, or (E) would, if determined adversely, could reasonably be expected to have a Material Adverse Effect; (ii) the commencement of a case or proceeding in a court of competent jurisdiction by or against the Parent, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, any such Originator or such Subsidiary (A) under any Debtor Relief Law the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any Originator or any other Subsidiary of the Parent or for any substantial part of such Person’s 's assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, any Originator or any other Subsidiary of the ParentOriginator; (iii) the receipt of notice that (A) the Parent, such Originator, or any other Subsidiary of the Parent an Originator is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent’s, any an Originator’s or any other Subsidiary of the Parent’s 's business is to be, or may be, suspended or revoked, or (C) the Parent, any Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, any Originator or any other Subsidiary of the Parent such Person in the conduct of its business if such cessation could reasonably be expected to may have a Material Adverse Effect; (iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in an Borrowing Base Certificate or otherwise was not an Eligible Receivable at the time of its Transfer to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01; (v) the establishment of any Title IV Plan of the Parent, any Originator or any other Subsidiary of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Plan, ESOP, Retiree Welfare Plan or any other Pension Plan not listed on Schedule 4.01(m)such designation; or (viv) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.

Notice of Material Event. Each Parent Guarantor and each Originator shall promptly inform ▇▇▇▇▇ and the Administrative Agent Buyer in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, thereof and what action, if any, Parent Guarantor or such Originator proposes to take with respect thereto: (i) any Litigation commenced or threatened in writing against Parent Guarantor or any Originator or with respect to or in connection with all or any portion of the Transferred Receivables that (A) is affecting the Borrower and seeks damages or penalties in an uninsured amount in excess of $100,0005,000,000 in any one instance or in the aggregate, (B) seeks injunctive relief with respect to the Borrowerrelief, (C) is asserted or instituted against any Plan of the ParentPlan, any Originator its fiduciaries or its assets or against Parent Guarantor or any other Subsidiary of the Parent or any of their respective ERISA Affiliates, the fiduciaries of such Plan (in their capacity as a fiduciary of any such Plan) or the assets of such Plan or against the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates Affiliate in connection with any such Plan, (D) alleges criminal misconduct by Parent Guarantor or any Transaction PartyOriginator, (E) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Law or Environmental Permit, or (EF) would, if determined adversely, could reasonably be expected to have a Material Adverse Effect; (ii) the commencement of a case or proceeding by or against the Parent, Parent Guarantor or any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, any Originator or such Subsidiary Person (A) under any Debtor Relief Law the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, Parent Guarantor or any Originator or any other Subsidiary of the Parent or for any substantial part of such Person’s 's assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, any Originator Parent Guarantor or any other Subsidiary of the ParentOriginator; (iii) the receipt of notice that (A) the Parent, such Originator, Parent Guarantor or any other Subsidiary of the Parent an Originator is being placed under regulatory supervision, (B) any charter or material license, permit, charter, registration or approval necessary for the conduct of the Parent’s, any Parent Guarantor's or an Originator’s or any other Subsidiary of the Parent’s 's business is to be, or may be, suspended or revoked, or (C) the ParentParent Guarantor, any an Originator or any other Subsidiary of the Parent has received a material notice relating to ERISA, Environmental Laws or Environmental Permits or (D) Parent Guarantor or any Originator is to cease and desist any practice, procedure or policy employed by the Parent, any Originator or any other Subsidiary of the Parent such Person in the conduct of its business if such cessation could reasonably be expected to may have a Material Adverse Effect; (iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in an Investment Base Certificate or otherwise was not an Eligible Receivable at the time of its Transfer to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01; (v) the establishment of any Title IV Plan of the Parent, any Originator or any other Subsidiary of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Plan, ESOP, Retiree Welfare Plan or any other Pension Plan not listed on Schedule 4.01(m)such designation; or (viv) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.

Notice of Material Event. Each Originator shall promptly inform ▇▇▇▇▇ and the Administrative Agent Buyer in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, such Originator proposes to take with respect thereto: (i) any Litigation that (A) is affecting the Borrower and seeks damages in excess of $100,000, (B) seeks injunctive relief with respect to the Borrower, (C) is asserted commenced or instituted threatened against any Plan of the Parent, any Originator or any other Subsidiary of the Parent or with respect to or in connection with all or any portion of their respective ERISA Affiliatesthe Transferred Receivables that (A) seeks damages or penalties in an uninsured amount in excess of $10,000,000 in the aggregate, the (B) seeks injunctive relief with respect thereto, (C) is asserted or instituted against any Plan, its fiduciaries of such Plan (in their capacity as a fiduciary of any such Plan) or the its assets of such Plan or against the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any such Plan, (D) alleges criminal misconduct by the Parent, any Transaction PartyOriginator or any other Subsidiary of the Parent, or (E) if determined adversely, could reasonably be expected to have a Material Adverse Effect; (ii) the commencement of a case or proceeding by or against the Parent, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, any Originator or such Subsidiary (A) under any Debtor Relief Law the Bankruptcy Code or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, including the BIA or the CCAA, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any Originator or any other such Subsidiary of the Parent or for any substantial part of such Person’s assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, any Originator or any other Subsidiary of the Parent; (iii) the receipt of notice that (A) the Parent, such Originator, or any other Subsidiary of the Parent is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent’s, any such Originator’s or any other Subsidiary of the Parent’s business is to be, or may be, suspended or revoked, or (CB) the Parent, any such Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, any such Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect; (iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable was not an Eligible Receivable at the time of its Transfer sale to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01; (v) the execution or filing with the IRS or any other Governmental Authority of any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges; (vi) the establishment of any Plan, Pension Plan, Title IV Plan of the Parent, any Originator or any other Subsidiary of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Plan, ESOP, Retiree Welfare Plan or any other Pension Retiree Welfare Plan not listed on Schedule 4.01(m); or; (vivii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect; or (viii) any event, circumstance or condition that constitutes an Event of Servicer Termination or Incipient Servicer Termination Event hereunder.

Notice of Material Event. Each Originator shall promptly inform ▇▇▇▇▇ Buyer and the Administrative Agent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, such Originator proposes to take with respect thereto: (i) any Litigation that (A) is affecting the Borrower and seeks damages in excess of $100,000, (B) seeks injunctive relief with respect to the Borrower, (C) is asserted or instituted against any Plan of the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates, the fiduciaries of such Plan (in their capacity as a fiduciary of any such Plan) or the assets of such Plan or against the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any such Plan, (D) alleges criminal misconduct by any Transaction Party, or (E) if determined adversely, could reasonably be expected to have a Material Adverse Effect; (ii) the commencement of a case or proceeding by or against the Parent, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, any Originator or such Subsidiary (A) under any Debtor Relief Law or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any Originator or any other Subsidiary of the Parent or for any substantial part of such Person’s assets, or (C) ordering the winding-up winding‑up or liquidation of the affairs of the Parent, any Originator or any other Subsidiary of the Parent; (iii) the receipt of notice that (A) the Parent, such Originator, or any other Subsidiary of the Parent is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent’s, any Originator’s or any other Subsidiary of the Parent’s business is to be, or may be, suspended or revoked, or (C) the Parent, any Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, any Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect; (iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable was not an Eligible Receivable at the time of its Transfer to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01; (v) the establishment of any Title IV Plan of the Parent, any Originator or any other Subsidiary of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Plan, ESOP, Retiree Welfare Plan or any other Pension Plan not listed on Schedule 4.01(m); or (vi) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.. 745039911 21696099 17

Notice of Material Event. Each The Originator shall promptly inform ▇▇▇▇▇ and the Administrative Agent SFC in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, thereof and what action, if any, such the Originator proposes to take with respect thereto: (i) any Litigation commenced or threatened against the Originator or with respect to or in connection with all or any portion of the Transferred Receivables that (A) is affecting the Borrower and seeks damages or penalties in an uninsured amount in excess of $100,000500,000 in any one instance or $1,000,000 in the aggregate, (B) seeks injunctive relief with respect to the Borrowerrelief, (C) is asserted or instituted against any Plan of the ParentPlan, any Originator its fiduciaries or any other Subsidiary of the Parent or any of their respective ERISA Affiliates, the fiduciaries of such Plan (in their capacity as a fiduciary of any such Plan) or the its assets of such Plan or against the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates Affiliate in connection with any such Plan, (D) alleges criminal misconduct by any Transaction Partythe Originator, or (E) would, if determined adversely, could reasonably be expected to have a Material Adverse Effect; (ii) the commencement of a case or proceeding by or against the Parent, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, any Originator or such Subsidiary (A) under any Debtor Relief Law the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any Originator or any other Subsidiary of the Parent or for any substantial part of such Person’s assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, any Originator or any other Subsidiary of the ParentOriginator; (iii) the receipt of notice that (A) the Parent, such Originator, or any other Subsidiary of the Parent Originator is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for used in the conduct of the Parent’s, any Originator’s or any other Subsidiary of the Parent’s business is to be, or may be, suspended or revokedrevoked if such suspension or revocation is reasonably expected to have a Material Adverse Effect, or (C) the Parent, any Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, any Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could is reasonably be expected to have a Material Adverse Effect; (iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it the Originator becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in an Investment Base Certificate or otherwise was not an Eligible Receivable at the time of its Transfer to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01; (v) the establishment of any Title IV Plan of the Parent, any Originator or any other Subsidiary of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Plan, ESOP, Retiree Welfare Plan or any other Pension Plan not listed on Schedule 4.01(m)such designation; or (viv) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.

Notice of Material Event. Each The Originator shall promptly inform ▇▇▇▇▇ SPV, the Issuer and the Administrative Agent Indenture Trustee in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, thereof and what action, if any, such the Originator proposes to take with respect thereto: (i) any Litigation that (A) is affecting the Borrower and seeks damages in excess of $100,000, (B) seeks injunctive relief with respect to the Borrower, (C) is asserted commenced or instituted against any Plan of the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates, the fiduciaries of such Plan (in their capacity as a fiduciary of any such Plan) or the assets of such Plan or threatened against the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any such Plan, (D) alleges criminal misconduct by any Transaction Party, or (E) if determined adversely, which could reasonably be expected to have a Material Adverse EffectEffect or with respect to or in connection with all or any portion of the Transferred Fleet Receivables; (ii) the commencement of a case or proceeding by or against the Parent, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, any Originator or such Subsidiary (A) under any Debtor Relief Law the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any Originator or any other Subsidiary of the Parent or for any substantial part of such Person’s 's assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, any Originator or any other Subsidiary of the ParentOriginator; (iii) the receipt of notice that (A) the Parent, such Originator, or any other Subsidiary of the Parent Originator is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent’s, any Originator’s or any other Subsidiary of the Parent’s business is to be, or may be, suspended or revoked, which suspension or revocation may have a Material Adverse Effect, or (C) the Parent, any Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, any Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation which could reasonably be expected to have a Material Adverse Effect; (iv) (A) any Adverse Claim made or asserted against any of the Transferred Fleet Receivables of which it becomes aware or (B) any determination that a Transferred Fleet Receivable was not an Eligible Receivable at on the time of its Transfer to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01; (v) the establishment of any Title IV Plan of the Parent, any Originator or any other Subsidiary of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Plan, ESOP, Retiree Welfare Plan or any other Pension Plan not listed on Schedule 4.01(m)Date therefor; or (viv) any other event, circumstance or condition that has had or could reasonably reason ably be expected to have a Material Adverse Effect.

Notice of Material Event. Each Originator shall promptly inform ▇▇▇▇▇ Buyer and the Administrative Agent in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, and what action, if any, such Originator proposes to take with respect thereto: (i) any Litigation commenced or threatened against the Parent, any Originator or any other Subsidiary of the Parent or with respect to or in connection with all or any portion of the Transferred Receivables that (A) is affecting the Borrower and seeks damages reasonably likely to involve an amount in excess of $100,00010,000,000 individually or in the aggregate with any related Litigation, (B) seeks injunctive relief with respect to the Borrowerrelief, (C) is asserted or instituted against any Plan of the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates, the fiduciaries of such Plan (in their capacity as a fiduciary of any such Plan) or the assets of such Plan or against the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any such Plan, (D) alleges criminal misconduct by the Parent, any Transaction PartyOriginator or any other Subsidiary of the Parent, or (E) if determined adversely, could reasonably be expected to have a Material Adverse Effect; (ii) the commencement of a case or proceeding by or against the Parent, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, any Originator or such Subsidiary (A) under any Debtor Relief Law or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any Originator or any other Subsidiary of the Parent or for any 727160102 10435078 17 substantial part of such Person’s assets, or (C) ordering the winding-up winding‑up or liquidation of the affairs of the Parent, any Originator or any other Subsidiary of the Parent; (iii) the receipt of notice that (A) the Parent, such Originator, or any other Subsidiary of the Parent is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent’s, any Originator’s or any other Subsidiary of the Parent’s business is to be, or may be, suspended or revoked, or (C) the Parent, any Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, any Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect; (iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable was not an Eligible Receivable at the time of its Transfer to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01; (v) the establishment of any Title IV Plan of the Parent, any Originator or any other Subsidiary of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Plan, ESOP, Retiree Welfare Plan or any other Pension Plan not listed on Schedule 4.01(m); or (vi) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.

Notice of Material Event. Each The Originator shall promptly inform ▇▇▇▇▇ SPV, the Issuer and the Administrative Agent Indenture Trustee in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, thereof and what action, if any, such the Originator proposes to take with respect thereto: (i) any Litigation that (A) is affecting the Borrower and seeks damages in excess of $100,000, (B) seeks injunctive relief with respect to the Borrower, (C) is asserted commenced or instituted against any Plan of the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates, the fiduciaries of such Plan (in their capacity as a fiduciary of any such Plan) or the assets of such Plan or threatened against the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any such Plan, (D) alleges criminal misconduct by any Transaction Party, or (E) if determined adversely, which could reasonably be expected to have a Material Adverse EffectEffect or with respect to or in connection with all or any portion of the Transferred Fleet Receivables; (ii) the commencement of a case or proceeding by or against the Parent, any Originator or any other Subsidiary of the Parent seeking a decree or order in respect of the Parent, any Originator or such Subsidiary (A) under any Debtor Relief Law the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any Originator or any other Subsidiary of the Parent or for any substantial part of such Person’s 's assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, any Originator or any other Subsidiary of the ParentOriginator; (iii) the receipt of notice that (A) the Parent, such Originator, or any other Subsidiary of the Parent Originator is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent’s, any Originator’s or any other Subsidiary of the Parent’s business is to be, or may be, suspended or revoked, which suspension or revocation may have a Material Adverse Effect, or (C) the Parent, any Originator or any other Subsidiary of the Parent is to cease and desist any practice, procedure or policy employed by the Parent, any Originator or any other Subsidiary of the Parent in the conduct of its business if such cessation which could reasonably be expected to have a Material Adverse Effect; (iv) (A) any Adverse Claim made or asserted against any of the Transferred Fleet Receivables of which it becomes aware or (B) any determination that a Transferred Fleet Receivable was not an Eligible Receivable at on the time of its Transfer to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01; (v) the establishment of any Title IV Plan of the Parent, any Originator or any other Subsidiary of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Plan, ESOP, Retiree Welfare Plan or any other Pension Plan not listed on Schedule 4.01(m)Date therefor; or (viv) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.

Notice of Material Event. Each The Parent or the Originator shall promptly inform ▇▇▇▇▇ and the Administrative Agent Buyer in writing of the occurrence of any of the following, in each case setting forth the details thereof, any notices or other correspondence relating thereto, thereof and what action, if any, such the Parent or the Originator proposes to take with respect thereto: (i) any Litigation commenced or threatened against any member of the Parent Group or with respect to or in connection with all or any portion of the Receivables that (A) is affecting the Borrower and seeks damages or penalties in an uninsured amount in excess of $100,0002,500,000 in any one instance or $2,500,000 in the aggregate, (B) seeks injunctive relief with respect to the Borrowerrelief, (C) is asserted or instituted against any Plan of the ParentPlan, any Originator its fiduciaries or any other Subsidiary of the Parent or any of their respective ERISA Affiliates, the fiduciaries of such Plan (in their capacity as a fiduciary of any such Plan) or the its assets of such Plan or against the Parent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates Affiliate in connection with any such Plan, (D) alleges criminal misconduct by any Transaction Party, member of the Parent Group or (E) would, if determined adversely, could reasonably be expected to have a Material Adverse Effect; (ii) the commencement of a case or proceeding by or against the Parent, any Originator or any other Subsidiary member of the Parent Group seeking a decree or order in respect of any member of the Parent, any Originator or such Subsidiary Parent Group (A) under any Debtor Relief Law the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any Originator or any other Subsidiary member of the Parent Group or for any substantial part of such Person’s 's assets, or (C) ordering the winding-up or liquidation of the affairs of the Parent, any Originator or any other Subsidiary member of the ParentParent Group; (iii) the receipt of notice that (A) the Parent, such Originator, or any other Subsidiary member of the Parent Group is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of the Parent’s, business of any Originator’s or any other Subsidiary member of the Parent’s business Parent Group is to be, or may be, suspended or revoked, or (C) the Parent, any Originator or any other Subsidiary member of the Parent Group is to cease and desist any practice, procedure or policy employed by the Parent, any Originator or any other Subsidiary of the Parent such Person in the conduct of its business if such cessation could reasonably be expected to may have a Material Adverse Effect; (iv) (A) any Adverse Claim made or asserted against any of the Transferred Receivables of which it becomes aware or (B) any determination that a Transferred Receivable designated as an Eligible Receivable in an Investment Base Certificate or otherwise was not an Eligible Receivable at the time of its Transfer to Buyer or has ceased to be an Eligible Receivable on account of any matter giving rise to indemnification under Section 5.01such designation; (v) the establishment of any Title IV Plan of the Parent, any Originator or any other Subsidiary of the Parent or any ERISA Affiliate thereof or undertaking by any of the foregoing to make contributions to any Multiemployer Plan, ESOP, Retiree Welfare Plan or any other Pension Plan not listed on Schedule 4.01(m); or (vi) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect; or (vi) any Termination Event or Incipient Termination Event under Section 9.1(v) of the Purchase Agreement.