Common use of Notice of Material Event Clause in Contracts

Notice of Material Event. Each Originator shall promptly inform 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) (A) any Litigation commenced or overtly threatened in writing against the 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 $1,000,000 in the aggregate or seeks injunctive relief with respect thereto, (2) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Servicer, any Originator or any of their respective ERISA Affiliates in connection with any Plan, or (3) 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 the Servicer seeking a decree or order in respect of any such Person under the Bankruptcy Code or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (A) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, or (B) ordering the winding-up or liquidation of the affairs of any such Person; (iii) the receipt of notice that (A) the Parent, the Member, any Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer is being placed under regulatory supervision, (B) any 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 the Servicer’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 the 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 the 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 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 or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan in an amount in excess of $1,000,000 and not listed on Schedule 4.01(m); or (viii) 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) (A) any Litigation commenced or overtly threatened in writing against the Parent, the MemberSuperior, any Originator or any other Subsidiary of the Servicer (1) Parent or with respect to or in connection with all or any portion of the Transferred Receivables and that (A) seeks damages or penalties in an uninsured amount in excess of $1,000,000 250,000 in the aggregate or aggregate, (B) seeks injunctive relief with respect theretorelief, (2C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the ServicerParent, Superior, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any Plan, (D) alleges criminal misconduct by the Parent, Superior, any Originator or any other Subsidiary of the Parent, or (3E) 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 MemberSuperior, any Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or any other Subsidiary of the Servicer Parent seeking a decree or order in respect of the Parent, Superior, any Originator or such Person Subsidiary (A) under the Bankruptcy Code or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (AB) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, Superior, any Originator or such Person Subsidiary or for any substantial part of such Person’s 's assets, or (BC) ordering the winding-up or liquidation of the affairs of the Parent, Superior, any such PersonOriginator or any other Subsidiary of the Parent; (iii) the receipt of notice that (A) the Parent, the MemberSuperior, any such Originator, the Servicer or any other Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer Parent is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Parent’s's, the Member’sSuperior's, any such Originator’s, the Servicer’s 's or any other Subsidiary (other than an Immaterial Subsidiary) of any Originator’s or the Servicer’s Parent's business is to be, or may be, suspended or revoked, or (C) the Parent, the MemberSuperior, any Originator, the Servicer such Originator or any other Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer Parent is to cease and desist any practice, procedure or policy employed by the Parent, the MemberSuperior, such Originator, the Servicer Originator or any other Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer 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 overtly asserted in writing 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 sale 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 overt written claim of infringement by any Person of any material 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 if adversely determined would reasonably be expected it does not own or have rights to have a Material Adverse Effectuse; (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 EffectCharges; (vii) the establishment of any Plan, Pension Plan, Title IV Plan or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan in an amount in excess of $1,000,000 and not listed on Schedule 4.01(m); or (viii) 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 Buyer SPV, the Issuer and the 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) (A) any Litigation commenced or overtly threatened in writing against the Parent, the Member, any Originator which could reasonably be expected to have a Material Adverse Effect or the Servicer (1) with respect to or in connection with all or any portion of the Transferred Receivables and that seeks damages or penalties in an uninsured amount in excess of $1,000,000 in the aggregate or seeks injunctive relief with respect thereto, (2) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Servicer, any Originator or any of their respective ERISA Affiliates in connection with any Plan, or (3) 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 OriginatorFleet Receivables; (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 the Servicer seeking a decree or order in respect of any such Person the Originator (A) under the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (AB) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person the Originator or for any substantial part of such Person’s 's assets, or (BC) ordering the winding-up or liquidation of the affairs of any such Personthe Originator; (iii) the receipt of notice that (A) the Parent, the Member, any Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer is being placed under regulatory supervision, (B) any 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 the Servicer’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, the Member, any Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or the 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 the Servicer 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 overtly asserted in writing 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 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 or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan in an amount in excess of $1,000,000 and not listed on Schedule 4.01(m)Transfer Date therefor; or (viiiv) 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 The Parent shall promptly inform 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) (A) any Litigation commenced or overtly threatened in writing against the Parent, the Member, any Originator or the Servicer (1) with respect to or in connection with all or any portion of the Transferred Receivables and that (A) seeks damages or penalties in an uninsured amount in excess of $1,000,000 500,000 in any one instance or $500,000 in the aggregate or aggregate, (B) seeks injunctive relief with respect theretorelief, (2C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Servicer, any Originator Parent or any of their respective ERISA Affiliates Affiliate in connection with any Plan, (D) alleges criminal misconduct by the Parent or any other Originator, or (3E) would, 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 in a court of competent jurisdiction by or against the Parent, the Member, any Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer seeking a decree or order in respect of any such Person Originator (A) under the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (AB) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person Originator or for any substantial part of such Person’s 's assets, or (BC) ordering the winding-up or liquidation of the affairs of any such PersonOriginator; (iii) the receipt of notice that (A) the Parent, the Member, any Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Parent’s, the Member’s, any an Originator’s, the Servicer’s or any Subsidiary (other than an Immaterial Subsidiary) of any Originator’s or the Servicer’s '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 the 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 the Servicer 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 overtly asserted in writing 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 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 or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan in an amount in excess of $1,000,000 and not listed on Schedule 4.01(m)such designation; or (viiiv) 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 Buyer ------------------------ PSC and any assignee (except in respect of clause (i), in which event the 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) (A) the submission of any Litigation commenced claim or overtly threatened in writing the initiation of any legal process, litigation or administrative or judicial investigation against the Parent, the Member, any Originator or the Servicer (1) with respect to or in connection with all or any portion of the Transferred Receivables and that seeks damages or penalties in an uninsured amount in excess of $1,000,000 in the aggregate or seeks injunctive relief with respect theretoReceivables, (2) is asserted or instituted against any Planwhich, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Servicer, any Originator or any of their respective ERISA Affiliates in connection with any Plan, or (3) if determined adverselyadversely determined, could reasonably be expected to have a Material Adverse Effect; or (B) any criminal proceeding is commenced against material adverse effect on the Servicer or any 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 governmental body or agency, or before any arbitration board, or the Member, promulgation of any Originator, the Servicer proceeding or any Subsidiary proposed or final rule which, if adversely determined, would have a material adverse effect with respect to the Originator; (other than an Immaterial Subsidiaryiv) the commencement of any proceedings by or against the Originator or the Servicer seeking a decree or order in respect of under any such Person under the Bankruptcy Code or any other applicable federalbankruptcy, statereorganization, provincial or foreign bankruptcy liquidation, rehabilitation, insolvency or other similar law, (A) appointing law now or hereafter in effect or of any proceeding in which a custodian, receiver, liquidator, assigneeconservator, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assetsofficial shall have been, or (B) ordering may be, appointed or requested for the winding-up Originator or liquidation any of the affairs of any such Personits assets; (iiiv) the receipt of notice that (A) the Parent, the Member, any Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer is being placed under regulatory supervision, (B) any 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 the Servicer’s '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 the 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 the Servicer 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 overtly asserted in writing 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 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 or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan in an amount in excess of $1,000,000 and not listed on Schedule 4.01(m)Originator; or (viiivi) 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 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) (A) any Litigation commenced or overtly threatened in writing against the Parent, the Member, any Originator or any other Subsidiary of the Servicer (1) Parent or with respect to or in connection with all or any portion of the Transferred Receivables and that seeks damages or penalties in (A) is reasonably likely to involve an uninsured amount in excess of $1,000,000 10,000,000 individually or in the aggregate or with any related Litigation, (B) seeks injunctive relief with respect theretorelief, (2C) is asserted or instituted against any PlanPlan of the Parent, its 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 its the assets of such Plan or against the ServicerParent, 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 Originator or any other Subsidiary of the Parent, or (3E) 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 Servicer Parent seeking a decree or order in respect of the Parent, any Originator or such Person Subsidiary (A) under the Bankruptcy Code any Debtor Relief Law or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (AB) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any such Person Originator or any other Subsidiary of the Parent or for any 727160102 10435078 17 substantial part of such Person’s assets, or (BC) ordering the winding-up winding‑up or liquidation of the affairs of the Parent, any such PersonOriginator or any other Subsidiary of the Parent; (iii) the receipt of notice that (A) the Parent, the Member, any such Originator, the Servicer or any other Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer Parent 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 ServicerParent’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 Servicer Parent 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 Servicer 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 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 sale 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) 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, Retiree Welfare Plan or Retiree Welfare any other Pension Plan in an amount in excess of $1,000,000 and not listed on Schedule 4.01(m); or (viiivi) 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 Buyer SPV, the Issuer and the 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) (A) any Litigation commenced or overtly threatened in writing against the Parent, the Member, any Originator which could reasonably be expected to have a Material Adverse Effect or the Servicer (1) with respect to or in connection with all or any portion of the Transferred Receivables and that seeks damages or penalties in an uninsured amount in excess of $1,000,000 in the aggregate or seeks injunctive relief with respect thereto, (2) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Servicer, any Originator or any of their respective ERISA Affiliates in connection with any Plan, or (3) 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 OriginatorFleet Receivables; (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 the Servicer seeking a decree or order in respect of any such Person the Originator (A) under the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (AB) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person the Originator or for any substantial part of such Person’s 's assets, or (BC) ordering the winding-up or liquidation of the affairs of any such Personthe Originator; (iii) the receipt of notice that (A) the Parent, the Member, any Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer is being placed under regulatory supervision, (B) any 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 the Servicer’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, the Member, any Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or the 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 the Servicer 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 overtly asserted in writing 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 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 or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan in an amount in excess of $1,000,000 and not listed on Schedule 4.01(m)Transfer Date therefor; or (viiiv) 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 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) (A) any Litigation commenced or overtly threatened in writing against the Parent, the Member, any Originator or the Servicer (1) any such Domestic Subsidiary or with respect to or in connection with all or any portion of the Transferred Receivables and that (A) seeks damages or penalties in an uninsured amount in excess of $500,000 in any one instance or $1,000,000 in the aggregate or aggregate, (B) seeks injunctive relief with respect theretorelief, (2C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Servicer, any Originator or any of their respective ERISA Affiliates Affiliate in connection with any Plan, (D) alleges criminal misconduct by any Originator or any such Domestic Subsidiary, (E) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Liability, or (3F) 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 the Servicer any such Domestic Subsidiary seeking a decree or order in respect of any Originator or any such Person Domestic Subsidiary (A) under the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy bankruptcy, liquidation, insolvency, moratorium, receivership or other similar reorganization law, (AB) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any Originator or any such Person Domestic Subsidiary or for any substantial part of such Person’s 's assets, or (BC) ordering the winding-up or liquidation of the affairs of any Originator or any such PersonDomestic Subsidiary; (iii) the receipt of notice that (A) the Parent, the Member, any Originator, the Servicer such Originator or any such Domestic Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Parent’s, the Member’s, any such Originator’s, the Servicer’s 's or any Subsidiary (other than an Immaterial such Domestic Subsidiary) of any Originator’s or the Servicer’s 's business is to be, or may be, suspended or revoked, or (C) the Parent, the Member, any Originator, the Servicer such Originator or any such Domestic Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer is to cease and desist any practice, procedure or policy employed by the Parent, the Member, such Originator, the Servicer Originator or any such Domestic Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer 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 overtly asserted in writing 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 sale 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 overt written claim of infringement by any other Person of any material intellectual property of any Originator and (B) each item of intellectual property necessary to continue its business as then conducted by such Originator which if adversely determined would reasonably be expected it does not own or have rights to have a Material Adverse Effectuse; (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 Effecttaxes, assessments or other charges; (vii) the establishment of any Plan, Pension Plan, Title IV Plan or undertaking to make contributions to any Plan, Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan in an amount in excess of $1,000,000 and not listed on Schedule 4.01(mSCHEDULE 4.01(M); or (viii) 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 of the Parent and each Originator shall ------------------------ promptly inform 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) (A) any Litigation commenced or overtly threatened in writing against the Parent, the Member, Parent or any Originator or the Servicer (1) with respect to or in connection with all or any portion of the Transferred Receivables and that (A) seeks damages or penalties in an uninsured amount in excess of $1,000,000 in any one instance or $1,000,000 in the aggregate or aggregate, (B) seeks injunctive relief with respect theretorelief, (2C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the ServicerParent, any Originator or any of their respective ERISA Affiliates in connection with any Plan, (D) alleges criminal misconduct by the Parent or any Originator, or (3E) would, 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 Parent or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer seeking a decree or order in respect of the Parent or any such Person Originator (A) under the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (AB) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent or any such Person Originator or for any substantial part of such Person’s 's assets, or (BC) ordering the winding-up or liquidation of the affairs of the Parent or any such PersonOriginator; (iii) the receipt of notice that (A) the Parent, the Member, any Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Parent’s, the Member’s, any 's or such Originator’s, the Servicer’s or any Subsidiary (other than an Immaterial Subsidiary) of any Originator’s or the Servicer’s 's business is to be, or may be, suspended or revoked, or (CB) the Parent, the Member, any Originator, the Servicer Parent or any Subsidiary (other than an Immaterial Subsidiary) of any such Originator or the Servicer is to cease and desist any practice, procedure or policy employed by the Parent, the Member, Parent or such Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer 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 overtly asserted in writing 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 sale 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) 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 changes to have a Material Adverse Effect; (vi) the execution or filing with the IRS "Farm Xxxx" or any other Governmental Authority of any agreement tariffs, quotas 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 or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan restrictions in an amount in excess of $1,000,000 and not listed on Schedule 4.01(m)imported sugar; or (viiivi) 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 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) (A) any Litigation commenced or overtly threatened in writing against any member of the Parent, the Member, any Originator Parent Group or the Servicer (1) with respect to or in connection with all or any portion of the Transferred Receivables and that (A) seeks damages or penalties in an uninsured amount in excess of $1,000,000 2,500,000 in any one instance or $2,500,000 in the aggregate or aggregate, (B) seeks injunctive relief with respect theretorelief, (2C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Servicer, any Originator or any of their respective ERISA Affiliates Affiliate in connection with any Plan, (D) alleges criminal misconduct by any member of the Parent Group or (3E) would, 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 any member of the Parent, the Member, any Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer Parent Group seeking a decree or order in respect of any such Person member of the Parent Group (A) under the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (AB) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person member of the Parent Group or for any substantial part of such Person’s 's assets, or (BC) ordering the winding-up or liquidation of the affairs of any such Personmember of the Parent Group; (iii) the receipt of notice that (A) any member of the Parent, the Member, any Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer 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, the Member’s, any Originator’s, the Servicer’s or any Subsidiary (other than an Immaterial Subsidiary) business of any Originator’s or member of the Servicer’s business Parent Group is to be, or may be, suspended or revoked, or (C) any member of the Parent, the Member, any Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer Parent Group 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 the Servicer 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 overtly asserted in writing 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 sale 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) 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 or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan in an amount in excess of $1,000,000 and not listed on Schedule 4.01(m); or (viii) 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.

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) any Litigation commenced or overtly threatened in writing against is affecting the Parent, the Member, any Originator or the Servicer (1) in connection with all or any portion of the Transferred Receivables Borrower and that seeks damages or penalties in an uninsured amount in excess of $1,000,000 in the aggregate or 100,000, (B) seeks injunctive relief with respect theretoto the Borrower, (2C) is asserted or instituted against any PlanPlan of the Parent, its 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 its the assets of such Plan or against the ServicerParent, 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 (3E) 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 Servicer Parent seeking a decree or order in respect of the Parent, any Originator or such Person Subsidiary (A) under the Bankruptcy Code any Debtor Relief Law or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (AB) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any such Person Originator or any other Subsidiary of the Parent or for any substantial part of such Person’s assets, or (BC) ordering the winding-up winding‑up or liquidation of the affairs of the Parent, any such PersonOriginator or any other Subsidiary of the Parent; (iii) the receipt of notice that (A) the Parent, the Member, any such Originator, the Servicer or any other Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer Parent 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 ServicerParent’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 Servicer Parent 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 Servicer 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 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 sale 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) 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, Retiree Welfare Plan or Retiree Welfare any other Pension Plan in an amount in excess of $1,000,000 and not listed on Schedule 4.01(m); or (viiivi) 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 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) any Litigation commenced or overtly threatened in writing against is affecting the Parent, the Member, any Originator or the Servicer (1) in connection with all or any portion of the Transferred Receivables Borrower and that seeks damages or penalties in an uninsured amount in excess of $1,000,000 in the aggregate or 100,000, (B) seeks injunctive relief with respect theretoto the Borrower, (2C) is asserted or instituted against any PlanPlan of the Parent, its 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 its the assets of such Plan or against the ServicerParent, 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 (3E) 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 Servicer Parent seeking a decree or order in respect of the Parent, any Originator or such Person Subsidiary (A) under the Bankruptcy Code any Debtor Relief Law or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (AB) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any such Person Originator or any other Subsidiary of the Parent or for any substantial part of such Person’s assets, or (BC) ordering the winding-up or liquidation of the affairs of the Parent, any such PersonOriginator or any other Subsidiary of the Parent; (iii) the receipt of notice that (A) the Parent, the Member, any such Originator, the Servicer or any other Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer Parent 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 ServicerParent’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 Servicer Parent 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 Servicer 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 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 sale 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) 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, Retiree Welfare Plan or Retiree Welfare any other Pension Plan in an amount in excess of $1,000,000 and not listed on Schedule 4.01(m); or (viiivi) 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 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) (A) any Litigation commenced or overtly threatened in writing against the 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 $1,000,000 in the aggregate or seeks injunctive relief with respect thereto, (2) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Servicer, any Originator or any of their respective ERISA Affiliates in connection with any Plan, or (3) 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 the Servicer seeking a decree or order in respect of any such Person under the Bankruptcy Code or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (A) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, or (B) ordering the winding-up or liquidation of the affairs of any such Person; (iii) the receipt of notice that (A) the Parent, the Member, any Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer is being placed under regulatory supervision, (B) any 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 the Servicer’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 the 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 the 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 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 or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan in an amount in excess of $1,000,000 and not listed on Schedule 4.01(m); or (viii) 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 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) (A) any Litigation commenced or overtly threatened in writing against the Parent, the Member, Parent Guarantor or any Originator or the Servicer (1) with respect to or in connection with all or any portion of the Transferred Receivables and that (A) seeks damages or penalties in an uninsured amount in excess of $1,000,000 5,000,000 in any one instance or in the aggregate or aggregate, (B) seeks injunctive relief with respect theretorelief, (2C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Servicer, any Originator Parent Guarantor or any of their respective ERISA Affiliates Affiliate in connection with any Plan, (D) alleges criminal misconduct by Parent Guarantor or any Originator, (E) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Law or Environmental Permit, or (3F) would, 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 Parent Guarantor or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer seeking a decree or order in respect of any such Person (A) under the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (AB) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for Parent Guarantor or any such Person Originator or for any substantial part of such Person’s 's assets, or (BC) ordering the winding-up or liquidation of the affairs of Parent Guarantor or any such PersonOriginator; (iii) the receipt of notice that (A) the Parent, the Member, any Originator, the Servicer Parent Guarantor or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer 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, the Member’s, any Parent Guarantor's or an Originator’s, the Servicer’s or any Subsidiary (other than an Immaterial Subsidiary) of any Originator’s or the Servicer’s 's business is to be, or may be, suspended or revoked, or (C) the ParentParent Guarantor, the Member, any Originator, the Servicer an Originator or any Subsidiary of Parent has received a material notice relating to ERISA, Environmental Laws or Environmental Permits or (other than an Immaterial SubsidiaryD) of Parent Guarantor or any Originator or the 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 the Servicer 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 overtly asserted in writing 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 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 or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan in an amount in excess of $1,000,000 and not listed on Schedule 4.01(m)such designation; or (viiiv) 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 Xxxxx 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) any Litigation commenced or overtly threatened in writing against is affecting the Parent, the Member, any Originator or the Servicer (1) in connection with all or any portion of the Transferred Receivables Borrower and that seeks damages or penalties in an uninsured amount in excess of $1,000,000 in the aggregate or 100,000, (B) seeks injunctive relief with respect theretoto the Borrower, (2C) is asserted or instituted against any PlanPlan of the Parent, its 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 its the assets of such Plan or against the ServicerParent, 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 (3E) 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 Servicer Parent seeking a decree or order in respect of the Parent, any Originator or such Person Subsidiary (A) under the Bankruptcy Code any Debtor Relief Law or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (AB) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any such Person Originator or any other Subsidiary of the Parent or for any substantial part of such Person’s assets, or (BC) ordering the winding-up or liquidation of the affairs of the Parent, any such PersonOriginator or any other Subsidiary of the Parent; (iii) the receipt of notice that (A) the Parent, the Member, any such Originator, the Servicer or any other Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer Parent 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 ServicerParent’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 Servicer Parent 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 Servicer 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 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 sale 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) 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, Retiree Welfare Plan or Retiree Welfare any other Pension Plan in an amount in excess of $1,000,000 and not listed on Schedule 4.01(m); or (viiivi) 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 Buyer 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) (A) any Litigation commenced or overtly threatened in writing against the Parent, the Member, any Originator or the Servicer (1) with respect to or in connection with all or any portion of the Transferred Receivables and that (A) seeks damages or penalties in an uninsured amount in excess of $1,000,000 5,000,000 in any one instance or $10,000,000 in the aggregate or aggregate, (B) seeks injunctive relief with respect theretorelief, (2C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Servicer, any Originator or any of their respective ERISA Affiliates Affiliate in connection with any Plan, (D) alleges criminal misconduct by any Originator, or (3E) would, 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 the Servicer seeking a decree or order in respect of any such Person (A) under the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (AB) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person Originator or for any substantial part of such Person’s assets, or (BC) ordering the winding-up or liquidation of the affairs of any such PersonOriginator; (iii) the receipt occurrence of notice an ERISA Event that, alone or together with an other ERISA Events that (A) the Parenthave occurred, the Member, any Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer is being placed under regulatory supervision, (B) any 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 the Servicer’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 the 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 the Servicer 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 overtly asserted in writing against any of the Transferred Receivables or Originator Collateral of which it becomes aware actually xxxx 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 sale 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) each infringement or overt written claim of infringement by any Person of any material intellectual property of any Originator which if adversely determined would event that could reasonably be expected to have result in the imposition of a Material Adverse Effect; (vi) Lien under Section 412 of the execution IRC or filing with the IRS Section 302 or any other Governmental Authority 4068 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 or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan in an amount in excess of $1,000,000 and not listed on Schedule 4.01(m)ERISA; or (viiivi) 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 Originator shall promptly inform Buyer 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) (A) any Litigation commenced or overtly threatened in writing against the Parent, the Member, any Originator or the Servicer (1) with respect to or in connection with all or any portion of the Transferred Receivables and that (A) seeks damages or penalties in an uninsured amount in excess of $1,000,000 in the aggregate or 500,000, (B) seeks injunctive relief with respect theretorelief, (2C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Servicer, any Originator or any of their respective ERISA Affiliates Affiliate in connection with any Plan, (D) alleges criminal misconduct by any Originator, or (3E) would, 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 the Servicer seeking a decree or order in respect of any such Person Originator (A) under the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (AB) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person Originator or for any substantial part of such Person’s 's assets, or (BC) ordering the winding-up or liquidation of the affairs of any such Person; Originator; (iii) the receipt of notice that (A) the Parent, the Member, any Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any such Originator or the Servicer is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Parent’s, the Member’s, any such Originator’s, the Servicer’s or any Subsidiary (other than an Immaterial Subsidiary) of any Originator’s or the Servicer’s '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 such Originator or the 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 the Servicer 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 overtly asserted in writing 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 sale to Buyer of such designation; 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 or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan in an amount in excess of $1,000,000 and not listed on Schedule 4.01(m); or (viii) 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 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) (A) Any Litigation which may exist at any Litigation commenced time between the Parent, the Member, any Originator or overtly threatened in writing the Servicer and any Governmental Authority, or receipt of any notice of any environmental claim or assessment against the 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 $1,000,000 in the aggregate or seeks injunctive relief with respect thereto, (2) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Servicer, which in any Originator or any of their respective ERISA Affiliates in connection with any Plan, or (3) 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 the Servicer seeking a decree or order in respect of any such Person under the Bankruptcy Code or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (A) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, or (B) ordering the winding-up or liquidation of the affairs of any such Person; (iii) the receipt of notice that (A) the Parent, the Member, any Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer is being placed under regulatory supervision, (B) any 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 the Servicer’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 the 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 the Servicer in the conduct of its business if such cessation could reasonably be expected to have a Material Adverse Effect; (ii) Any Litigation affecting the Parent, the Member, any Originator or the Servicer (i) in which more than $35,000,000 of the amount claimed is not covered by insurance or (ii) in which injunctive or similar relief is sought which if 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 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 could 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 could reasonably be expected to have a Material Adverse Effect; (vii) the establishment copies of any Plan, Pension Plan, Title IV Plan documents or undertaking to make contributions notices described in Sections 101(k) or 101(l) of ERISA that any Transaction Party or any ERISA Affiliate 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, 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 Retiree Welfare Plan together with any other Reportable Events that have occurred, would reasonably be expected to result in an amount a Material Adverse Effect, and in excess addition to such notice, deliver to Buyer whichever of $1,000,000 the following may be applicable: (A) a certificate of the Responsible Officer setting forth details as to such Reportable Event and not listed on Schedule 4.01(m)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 (viiiix) 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) (A) any Litigation commenced or overtly threatened in writing against the Parent, the Member, any Originator or any other Subsidiary of the Servicer (1) Parent or with respect to or in connection with all or any portion of the Transferred Receivables and that seeks damages or penalties in (A) is reasonably likely to involve an uninsured amount in excess of the Dollar Equivalent of $1,000,000 10,000,000 individually or in the aggregate or with any related Litigation, (B) seeks injunctive relief with respect theretorelief, (2C) is asserted or instituted against any PlanPlan of the Parent, its 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 its the assets of such Plan or against the ServicerParent, 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 Originator or any other Subsidiary of the Parent, or (3E) 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 Servicer Parent seeking a decree or order in respect of the Parent, any Originator or such Person Subsidiary (A) under the Bankruptcy Code any Debtor Relief Law or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (AB) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any such Person Originator or any other Subsidiary of the Parent or for any substantial part of such Person’s assets, or (BC) ordering the winding-up winding‑up or liquidation of the affairs of the Parent, any such PersonOriginator or any other Subsidiary of the Parent; (iii) the receipt of notice that (A) the Parent, the Member, any such Originator, the Servicer or any other Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer Parent 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 ServicerParent’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 Servicer Parent 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 Servicer 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 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 sale 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) 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, Retiree Welfare Plan or Retiree Welfare any other Pension Plan in an amount in excess of $1,000,000 and not listed on Schedule 4.01(m); or (viiivi) 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 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) (A) any Litigation commenced or overtly threatened in writing against the Parent, the Member, any such Originator or the Servicer (1) any Subsidiary of such Originator or with respect to or in connection with all or any portion of the Transferred Receivables and that (A) seeks damages or penalties in an uninsured amount in excess of $1,000,000 100,000,000.00 in the aggregate or seeks injunctive relief with respect theretoaggregate, (2B) seeks to enjoin or otherwise prevent consummation of, or to obtain relief as a result of, the transactions contemplated by this Agreement, (C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Servicer, such Originator or any Subsidiary of such Originator or any of their respective ERISA Affiliates in connection with any PlanPlan and in each case could reasonably be expected to have a Material Adverse Effect, (D) alleges criminal misconduct by such Originator or any Subsidiary of such Originator, and in each case could reasonably be expected to have a Material Adverse Effect or (3E) would reasonably be expected to be determined adversely and, 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 such Originator or any Subsidiary (other than an Immaterial Subsidiary) of any such Originator or the Servicer seeking a decree or order in respect of any such Person Originator or such Subsidiary (A) under the Bankruptcy Code or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (AB) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person Originator or such Subsidiary or for any substantial part of such Person’s assets, or (BC) ordering the winding-up or liquidation of the affairs of such Originator or any Subsidiary of such PersonOriginator; (iii) the receipt of notice that (A) the Parent, the Member, any such Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any such Originator or the Servicer is being placed under regulatory supervisionsupervision outside the ordinary course of business, (B) any license, permit, charter, registration or approval necessary for the conduct of the Parent’s, the Member’s, any such Originator’s, the Servicer’s or any Subsidiary (other than an Immaterial Subsidiary) of any such Originator’s or the Servicer’s business is to be, or may be, suspended or revoked, or (C) the Parent, the Member, any Originator, the Servicer such Originator or any other Subsidiary (other than an Immaterial Subsidiary) of any such Originator or the Servicer is to cease and desist any practice, procedure or policy employed by the Parent, the Member, such Originator, the Servicer Originator or any Subsidiary (other than an Immaterial Subsidiary) of any such Originator or the 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 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) each material infringement or overt written claim of material infringement by any Person of any material intellectual property of any such Originator of which it has or should have knowledge which would reasonably be expected to be determined adversely and, if adversely determined adversely, 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 or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan in an amount in excess of $1,000,000 and not listed on Schedule 4.01(m); or (viii) 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 Buyer 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) (A) any Litigation commenced or overtly threatened in writing against the Parent, the Member, any Originator Selling Subsidiary or the Servicer (1) with respect to or in connection with all or any portion of the Transferred Receivables and that (A) seeks damages or penalties in an uninsured amount in excess of $1,000,000 500,000 in any one instance or $500,000 in the aggregate or aggregate, (B) seeks injunctive relief with respect theretorelief, (2C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Servicer, any Originator Selling Subsidiary or any of their respective ERISA Affiliates Affiliate in connection with any Plan, (D) alleges criminal misconduct by any Selling Subsidiary, or (3E) would, 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 in a court of competent jurisdiction by or against the Parent, the Member, any Originator, the Servicer or any Selling Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer seeking a decree or order in respect of any such Person Selling Subsidiary (A) under the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (AB) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person Selling Subsidiary or for any substantial part of such Person’s 's assets, or (BC) ordering the winding-up or liquidation of the affairs of any such PersonSelling Subsidiary; (iii) the receipt of notice that (A) the Parent, the Member, any Originator, the Servicer or any such Selling Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer is being placed under regulatory supervision, (B) any 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 such Selling Subsidiary) of any Originator’s or the Servicer’s 's business is to be, or may be, suspended or revoked, or (C) the Parent, the Member, any Originator, the Servicer or any such Selling Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer is to cease and desist any practice, procedure or policy employed by the Parent, the Member, such Originator, the Servicer or any Selling Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer 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 overtly asserted in writing 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 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 or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan in an amount in excess of $1,000,000 and not listed on Schedule 4.01(m)such designation; or (viiiv) 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 Xxxxx 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) any Litigation commenced or overtly threatened in writing against is affecting the Parent, the Member, any Originator or the Servicer (1) in connection with all or any portion of the Transferred Receivables Borrower and that seeks damages or penalties in an uninsured amount in excess of $1,000,000 in the aggregate or 100,000, (B) seeks injunctive relief with respect theretoto the Borrower, (2C) is asserted or instituted against any PlanPlan of the Parent, its 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 its the assets of such Plan or against the ServicerParent, 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 (3E) 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 Servicer Parent seeking a decree or order in respect of the Parent, any Originator or such Person Subsidiary (A) under the Bankruptcy Code any Debtor Relief Law or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (AB) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any such Person Originator or any other Subsidiary of the Parent or for any substantial part of such Person’s assets, or (BC) ordering the winding-up or liquidation of the affairs of the Parent, any such PersonOriginator or any other Subsidiary of the Parent; (iii) the receipt of notice that (A) the Parent, the Member, any such Originator, the Servicer or any other Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer Parent 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 ServicerParent’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 Servicer Parent 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 Servicer 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 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 sale 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) 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, Retiree Welfare Plan or Retiree Welfare any other Pension Plan in an amount in excess of $1,000,000 and not listed on Schedule 4.01(m); or (viiivi) 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) (A) any Litigation commenced or overtly threatened in writing against the Parent, the Member, any Originator or any other Subsidiary of the Servicer (1) Parent or with respect to or in connection with all or any portion of the Transferred Receivables and that seeks damages or penalties in (A) is reasonably likely to involve an uninsured amount in excess of $1,000,000 10,000,000 individually or in the aggregate or with any related Litigation, (B) seeks injunctive relief with respect theretorelief, (2C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the ServicerParent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any Plan, (D) alleges criminal misconduct by the Parent, any Originator or any other Subsidiary of the Parent, or (3E) 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 Servicer Parent seeking a decree or order in respect of the Parent, any Originator or such Person Subsidiary (A) under the Bankruptcy Code or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (AB) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any Originator or such Person Subsidiary or for any substantial part of such Person’s assets, or (BC) ordering the winding-up or liquidation of the affairs of the Parent, any such PersonOriginator or any other Subsidiary of the Parent; (iii) the receipt of notice that (A) the Parent, the Member, any such Originator, the Servicer or any other Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer Parent 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 such Originator’s, the Servicer’s or any other Subsidiary (other than an Immaterial Subsidiary) of any Originator’s or the ServicerParent’s business is to be, or may be, suspended or revoked, or (C) the Parent, the Member, any Originator, the Servicer such Originator or any other Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer Parent is to cease and desist any practice, procedure or policy employed by the Parent, the Member, such Originator, the Servicer Originator or any other Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer 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 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 sale 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) 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 or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan ESOP or Retiree Welfare Plan in an amount in excess of $1,000,000 and not listed on Schedule 4.01(m); or (viiivi) 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 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) (A) any Litigation commenced or overtly threatened in writing against the Parent, the Member, any such Originator or the Servicer (1) 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) seeks damages or penalties in an uninsured amount in excess of $250,000 in any one instance or $1,000,000 in the aggregate or aggregate, (B) seeks injunctive relief with respect theretorelief, (2C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Servicer, any such Originator or any of their respective ERISA Affiliates Affiliate in connection with any Plan, (D) alleges criminal misconduct by such Originator, (E) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Liability, (3F) would, 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 such Originator or the Servicer seeking a decree or order in respect of any such Person (A) under the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (AB) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person Originator, or for any substantial part of such Person’s 's assets, or (BC) ordering the winding-up or liquidation of the affairs of any such PersonOriginator; (iiiA) 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 such designation; (iv) the receipt of notice that (A) the Parent, the Member, any Originator, the Servicer such Originator or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer thereof is being placed under regulatory supervisionsupervision as a result of any violation of any law or regulation, (B) any license, permit, charter, registration or approval necessary for the conduct of the Parent’s, the Member’s, any Originator’s, the Servicer’s such Originator or any Subsidiary (other than an Immaterial Subsidiary) of any Originator’s or the Servicer’s therof business is to be, or may be, suspended or revoked, or (C) the Parent, the Member, any Originator, the Servicer such Originator or any Subsidiary thereof has received any notice relating to ERISA, Environmental Laws or Environmental Permits or (other than an Immaterial SubsidiaryD) of any such Originator or the Servicer any Subsidiary therof 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 the Servicer 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 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 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 other Person of any material intellectual property of such Originator or any Subsidiary thereof necessary for the servicing and collection of the 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 Subsidiary therof which if adversely determined would reasonably be expected it does not own or have rights to have a Material Adverse Effectuse; A. M. Castle & Co., Total Plastics, Inc., Xxxxxx Steel Plate Co, and Keystone Tube Company, LLC Receivables Sale and Contribution Agreement (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 taxes, assessments or other charges which if adversely determined not paid would reasonably be expected to have cause a Material Adverse Effect; (viiA) the establishment occurrence of any Plan"Event of Default" under (and as defined in the) Permitted Outstanding Debt Documents, Pension Plan(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)), Title IV Plan (C) the occurrence of any "Termination Event" under (and as defined in the) Purchase Agreement, (D) the termination of the Purchase Agreement or undertaking any event that has caused the Purchase Agreement to make contributions cease to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan be in an amount in excess of $1,000,000 full force and not listed on Schedule 4.01(m)effect; or (viii) 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 Performance Guarantor and each Originator shall promptly inform 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) (A) any Litigation commenced or overtly threatened in writing against the Parent, the Member, Performance Guarantor or any Originator or the Servicer (1) with respect to or in connection with all or any portion of the Transferred Receivables and that (A) seeks damages or penalties in an uninsured amount in excess of $500,000 in any one instance or $1,000,000 in the aggregate or aggregate, (B) seeks injunctive relief with respect theretorelief, (2C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Servicerany Originator, any Originator Performance Guarantor 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 Plan, (D) alleges criminal misconduct by Performance Guarantor or any Originator, (3E) 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; 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 Performance Guarantor or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer seeking a decree or order in respect of any such Person (A) under the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (AB) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for Performance Guarantor or any such Person Originator, or for any substantial part of such Person’s 's assets, or (BC) ordering the winding-up or liquidation of the affairs of any such PersonOriginator or Performance Guarantor; (iii) the receipt of notice that (A) the Parent, the Member, any Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer is being placed under regulatory supervision, (B) any 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 the Servicer’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 the 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 the 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 designated as an Eligible Receivable in an Investment Base Certificate or otherwise was not an Eligible Receivable at the time 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 or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan in an amount in excess of $1,000,000 and not listed on Schedule 4.01(m)such designation; or (viiiiv) 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 Buyer 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) (A) any Litigation commenced or overtly threatened in writing against the Parent, the Member, any Originator or the Servicer (1) with respect to or in connection with all or any portion of the Transferred Receivables and that (A) seeks damages or penalties in an uninsured amount in excess of $500,000 in any one instance or $1,000,000 in the aggregate or aggregate, (B) seeks injunctive relief with respect theretorelief, (2C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Servicer, any Originator or any of their respective ERISA Affiliates Affiliate in connection with any Plan, (D) alleges criminal misconduct by the Originator, or (3E) would, 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 the Servicer seeking a decree or order in respect of any such Person the Originator (A) under the Bankruptcy Code or any other applicable federal, state, provincial state or foreign bankruptcy or other similar law, (AB) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person the Originator or for any substantial part of such Person’s assets, or (BC) ordering the winding-up or liquidation of the affairs of any such Personthe Originator; (iii) the receipt of notice that (A) the Parent, the Member, any Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for used in 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 the Servicer’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, the Member, any Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or the 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 the Servicer 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 overtly asserted in writing 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 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 or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan in an amount in excess of $1,000,000 and not listed on Schedule 4.01(m)such designation; or (viiiv) 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 (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) (A) any Litigation commenced or overtly threatened in writing against the Parent, the Member, any Originator or any other Subsidiary of the Servicer (1) Parent or with respect to or in connection with all or any portion of the Transferred Receivables and that (A) seeks to enjoin or otherwise prevent consummation of, or to recover any damages or penalties in an uninsured amount in excess of $1,000,000 in the aggregate or seeks injunctive obtain relief with respect thereto, (2) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against result of, the Servicer, any Originator transactions contemplated by this Agreement or any of their respective ERISA Affiliates in connection with any Planother Related Document, or (3B) would reasonably be expected to be adversely determined and, 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 Servicer Parent seeking a decree or order in respect of the Parent, any Originator or such Person Subsidiary (A) under the Bankruptcy Code or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (AB) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any Originator or such Person Subsidiary or for any substantial part of such Person’s assets, or (BC) ordering the winding-up or liquidation of the affairs of the Parent, any such PersonOriginator or any other Subsidiary of the Parent; (iii) the receipt of notice that (A) the Parent, the Member, any Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Parent’s, the Member’s, any such Originator’s, the Servicer’s or any other Subsidiary (other than an Immaterial Subsidiary) of any Originator’s or the ServicerParent’s business is to be, or may be, suspended or revoked, or (CB) the Parent, the Member, any Originator, the Servicer such Originator or any other Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer Parent is to cease and desist any practice, procedure or policy employed by the Parent, the Member, such Originator, the Servicer Originator or any other Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer 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 overtly asserted in writing 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 sale 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 overt written claim of infringement by any Person of any material intellectual property of any Originator or (B) each item of intellectual property necessary to continue its business as then conducted by such originator which if adversely determined would reasonably be expected it does not own or have rights to have a Material Adverse Effectuse; (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 EffectCharges; (vii) the establishment of any Plan, Pension Plan, Title IV Plan or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan in an amount in excess of $1,000,000 and not listed on Schedule 4.01(m); or (viii) 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 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) (A) any Litigation commenced or overtly threatened in writing against the Parent, the Member, any Originator or any other Subsidiary of the Servicer (1) Parent or with respect to or in connection with all or any portion of the Transferred Receivables and that (A) seeks damages or penalties in an uninsured amount in excess of $1,000,000 10,000,000 in the aggregate or aggregate, (B) seeks injunctive relief with respect thereto, (2C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the ServicerParent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any Plan, (D) alleges criminal misconduct by the Parent, any Originator or any other Subsidiary of the Parent, or (3E) 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 Servicer Parent seeking a decree or order in respect of the Parent, any Originator or such Person Subsidiary (A) under the Bankruptcy Code or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, including the BIA or the CCAA, (AB) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any Originator or such Person Subsidiary or for any substantial part of such Person’s assets, or (BC) ordering the winding-up or liquidation of the affairs of the Parent, any such PersonOriginator or any other Subsidiary of the Parent; (iii) the receipt of notice that (A) the Parent, the Member, any Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Parent’s, the Member’s, any such Originator’s, the Servicer’s or any other Subsidiary (other than an Immaterial Subsidiary) of any Originator’s or the ServicerParent’s business is to be, or may be, suspended or revoked, or (CB) the Parent, the Member, any Originator, the Servicer such Originator or any other Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer Parent is to cease and desist any practice, procedure or policy employed by the Parent, the Member, such Originator, the Servicer Originator or any other Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer 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 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 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 EffectCharges; (viivi) the establishment of any Plan, Pension Plan, Title IV Plan or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan in an amount in excess of $1,000,000 and not listed on Schedule 4.01(m); or; (viiivii) 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 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) (A) any Litigation commenced or overtly threatened in writing against the Parent, the Member, any Originator or any other Subsidiary of the Servicer (1) Parent or with respect to or in connection with all or any portion of the Transferred Receivables and that (A) seeks damages or penalties in an uninsured amount in excess of $1,000,000 2,000,000 in the aggregate or aggregate, (B) seeks injunctive relief with respect theretorelief, (2C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the ServicerParent, any Originator or any other Subsidiary of the Parent or any of their respective ERISA Affiliates in connection with any Plan, (D) alleges criminal misconduct by the Parent, any Originator or any other Subsidiary of the Parent, or (3E) 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 Servicer Parent seeking a decree or order in respect of the Parent, any Originator or such Person Subsidiary (A) under the Bankruptcy Code or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (AB) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for the Parent, any Originator or such Person Subsidiary or for any substantial part of such Person’s assets, or (BC) ordering the winding-up or liquidation of the affairs of the Parent, any such PersonOriginator or any other Subsidiary of the Parent; (iii) the receipt of notice that (A) the Parent, the Member, any such Originator, the Servicer or any other Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer Parent 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 such Originator’s, the Servicer’s or any other Subsidiary (other than an Immaterial Subsidiary) of any Originator’s or the ServicerParent’s business is to be, or may be, suspended or revoked, or (C) the Parent, the Member, any Originator, the Servicer such Originator or any other Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer Parent is to cease and desist any practice, procedure or policy employed by the Parent, the Member, such Originator, the Servicer Originator or any other Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer 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 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 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 EffectOriginator; (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 EffectCharges; (vii) the establishment of any Plan, Pension Plan, Title IV Plan or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan in an amount in excess of $1,000,000 and not listed on Schedule 4.01(m); or (viii) 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 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) (A) any Litigation commenced or overtly threatened in writing against the Parent, the Member, such Transferor or any Originator Subsidiary of such Transferor or the Servicer (1) with respect to or in connection with all or any portion of the Transferred Receivables and that (A) seeks damages or penalties in an uninsured amount in excess of $1,000,000 100,000,000.00 in the aggregate or seeks injunctive relief with respect theretoaggregate, (2B) seeks to enjoin or otherwise prevent consummation of, or to obtain relief as a result of, the transactions contemplated by this Agreement, (C) is asserted or instituted against any Plan, its fiduciaries (in their capacity as a fiduciary of any such Plan) or its assets or against the Servicer, such Transferor or any Originator Subsidiary of such Transferor or any of their respective ERISA Affiliates in connection with any Plan, and in each case could reasonably be expected to have a Material Adverse Effect, (D) alleges criminal misconduct by such Transferor or any Subsidiary of such Transferor and in each case could reasonably be expected to have a Material Adverse Effect, or (3E) would reasonably be expected to be determined adversely and, 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 such Transferor or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer such Transferor seeking a decree or order in respect of any such Person Transferor or such Subsidiary (A) under the Bankruptcy Code or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (AB) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person Transferor or such Subsidiary or for any substantial part of such Person’s assets, or (BC) ordering the winding-up or liquidation of the affairs of such Transferor or any Subsidiary of such PersonTransferor; (iii) the receipt of notice that (A) the Parentsuch Transferor, the Member, any Originator, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer such Transferor is being placed under regulatory supervisionsupervision outside the ordinary course of business, (B) any license, permit, charter, registration or approval necessary for the conduct of the Parent’s, the Member’s, any Originator’s, the Servicersuch Transferor’s or any Subsidiary (other than an Immaterial Subsidiary) of any Originator’s or the Servicersuch Transferor’s business is to be, or may be, suspended or revoked, or (C) the Parent, the Member, any Originator, the Servicer such Transferor or any other Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer such Transferor is to cease and desist any practice, procedure or policy employed by the Parent, the Member, such Originator, the Servicer Transferor or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer 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 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 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 material infringement or overt written claim of material infringement by any Person of any material intellectual property of any Originator such Transferor of which it has or should have knowledge which would reasonably be expected to be determined adversely and, if adversely determined adversely, 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 or undertaking to make contributions to any Multiemployer Plan, ESOP, Welfare Plan or Retiree Welfare Plan in an amount in excess of $1,000,000 and not listed on Schedule 4.01(m); or (viii) any other event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect.