Common use of Notice of Material Events Clause in Contracts

Notice of Material Events. The Seller, the Sponsor, the Servicer, the Subservicer and the Depositor shall be obligated promptly to inform the Insurer in writing of the occurrence of any of the following: (i) the submission of any claim or the initiation or material threat of any legal process, litigation or administrative or judicial investigation, or rule making or disciplinary proceeding by or against the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor that would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor or, to the best of their knowledge, the initiation of any proceeding or the promulgation of any proposed or final rule which would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor; (ii) any change in (A) the location of the principal office of the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor, (B) the jurisdiction of organization or (C) its legal name; (iii) the occurrence of any Default or Event of Default or any Material Adverse Change in respect of the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor; (iv) the commencement of any proceedings by or against the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor under any applicable reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been appointed for the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor or any of their assets; or (v) the receipt of notice that (A) any license, permit, charter, registration or approval necessary for the conduct of the Seller's, the Sponsor's, the Servicer's, the Subservicer's or the Depositor's respective businesses are to be suspended or revoked and such suspension or revocation is materially likely to result in a Material Adverse Change or (B) the Seller, the Sponsor, the Servicer or the Subservicer are to cease and desist any practice, procedure or policy employed by the Seller, the Sponsor, the Servicer or the Subservicer in the conduct of its business, and such cessation is materially likely to result in a Material Adverse Change with respect to the Seller, the Sponsor, the Servicer or the Subservicer.

Notice of Material Events. The Seller, the Sponsor, the Servicer, the Subservicer and the Depositor Sub-Servicer shall be obligated promptly to inform the Insurer in writing of the occurrence of any of the followingfollowing to the extent any of the following relate to it: (i) the submission of any claim or the initiation or material threat of any legal process, litigation or administrative or judicial investigation, or rule making or disciplinary proceeding by or against the Seller, Sub-Servicer that (A) is required to be disclosed to the Sponsor, Commission or to the Sub-Servicer, the Subservicer 's shareholders or the Depositor that would (B) is likely to result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Seller, the Sponsor, the Sub-Servicer, the Subservicer or the Depositor or, to the best of their knowledge, the initiation promulgation of any proceeding or the promulgation of any proposed or final rule which would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Seller, the Sponsor, the Sub-Servicer, the Subservicer or the Depositor; (ii) the submission of any claim or the initiation or threat of any legal process, litigation or administrative or judicial investigation in any federal, state or local court or before any arbitration board, or any such proceeding threatened by any government agency, which, if adversely determined, would have a material adverse effect on the Issuer, the Owners or the Insurer; (iii) any change in (A) the location of the Sub-Servicer's principal office offices or any change in the location of the Seller, the Sponsor, the Sub-Servicer, the Subservicer or the Depositor, (B) the jurisdiction of organization or (C) its legal name's books and records; (iiiiv) the occurrence of any Default or Event of Default or of any Material Adverse Change in respect of the Seller, the Sponsor, the Servicer, the Subservicer or the DepositorChange; (ivv) the commencement of any proceedings by or against the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor Sub-Servicer under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been been, or may be, appointed or requested for the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor Sub-Servicer or any of their its assets; or (vvi) the receipt of notice that (A) the Sub-Servicer is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Seller'sSub-Servicer's business is to be, the Sponsor'sor may be, the Servicer's, the Subservicer's or the Depositor's respective businesses are to be suspended or revoked and such suspension or revocation is materially likely to result in a Material Adverse Change revoked, or (BC) the Seller, the Sponsor, the Sub-Servicer or the Subservicer are is to cease and desist any practice, procedure or policy employed by the Seller, the Sponsor, the Sub-Servicer or the Subservicer in the conduct of its business, and such cessation is materially likely to may result in a Material Adverse Change with respect to the Seller, the Sponsor, the Servicer or the SubservicerSub-Servicer.

Notice of Material Events. The SellerUACC, the Sponsor, the Servicer, the Subservicer Servicer and the Depositor Seller shall be obligated (which obligation shall be satisfied as to each if performed by UACC, the Servicer or the Seller) promptly to inform the Insurer in writing of the occurrence of any of the followingfollowing to the extent any of the following relate to it: (i) the submission of any claim or the initiation or material threat of any legal process, litigation or administrative or judicial investigation, investigation or rule making or disciplinary proceeding in any federal, state or local court or before any arbitration board, or any such proceeding threatened by or against any government agency, that has a reasonable likelihood of being adversely determined and (A) if so determined, could have a material adverse effect on the Servicer, the Seller, the SponsorOwners or the Insurer, (B) would be required to be disclosed to the Commission or to the UACC’s, the Servicer, the Subservicer ’s or the Depositor that Seller’s shareholders or (C) would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to UACC, the Servicer or the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor or, to the best of their knowledge, the initiation of any proceeding or the promulgation of any proposed or final rule which would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor; (ii) any change in (A) the location of the Servicer’s or the Seller’s principal office or any change in the location of Servicer’s or the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor, (B) the jurisdiction of organization or (C) its legal name’s books and records; (iii) the occurrence of any Default or Insurance Agreement Event of Default or of any Material Adverse Change in respect of the Seller, the Sponsor, the Servicer, the Subservicer or the DepositorChange; (iv) the commencement of any proceedings by or against the SellerUACC, the Sponsor, the Servicer, the Subservicer Servicer or the Depositor Seller under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been been, or may be, appointed or requested for the SellerUACC, the Sponsor, the Servicer, the Subservicer Servicer or the Depositor Seller or any of its or their assets; or (v) the receipt of notice that (A) UACC, the Servicer or the Seller is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Seller's, the Sponsor'sUACC’s, the Servicer's, the Subservicer's ’s or the Depositor's respective businesses are Seller’s business is to be or may be suspended or revoked and such suspension or revocation is materially likely to result in a Material Adverse Change revoked, or (BC) the Seller, the SponsorUACC, the Servicer or the Subservicer are Seller is to cease and desist any practice, procedure or policy employed by the Seller, the SponsorUACC, the Servicer or the Subservicer Seller in the conduct of its business, and which, in any such cessation is materially likely to case, may result in a Material Adverse Change with respect to the Seller, the SponsorUACC, the Servicer or the SubservicerSeller or would have a material adverse effect on the Owners or the Insurer.

Notice of Material Events. The SellerXxxxx Fargo (to the extent a Responsible Officer of Xxxxx Fargo has actual knowledge thereof), the Sponsor, the Servicer, the Subservicer Seller and the Depositor shall be obligated (which obligation shall be satisfied as to each if performed by the Seller, Xxxxx Fargo or the Depositor) promptly to inform the Class IIA Certificate Insurer in writing of the occurrence of any of the following: (i) the submission of any claim or the initiation or material threat of any legal process, litigation or administrative or judicial investigation, or rule making or disciplinary proceeding by or against the Seller, the SponsorXxxxx Fargo, the ServicerDepositor or the Issuer that (A) would be required to be disclosed to the Commission if the Certificates were publicly registered or to the Seller’s, Xxxxx Fargo’s or the Depositor’s shareholders that relates to the Mortgage Loans, the Subservicer Transaction or the Depositor that would likely Seller’s, Xxxxx Fargo’s or the Depositor’s or the Issuer’s ability to perform its obligations under any Operative Documents or (B) could result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the SellerChange, the Sponsor, the Servicer, the Subservicer or the Depositor or, to the best of their knowledge, the initiation of any proceeding or the promulgation of any proposed or final rule (but only to the extent the Seller, Xxxxx Fargo or the Depositor has actual knowledge thereof) which would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Seller, the Sponsor, the Servicer, the Subservicer or the DepositorChange; (ii) any change in (A) the location of the principal office organizational jurisdictions of the Seller, the Sponsor, the Servicer, the Subservicer Depositor or the Depositor, (B) the jurisdiction of organization or (C) its legal nameIssuer; (iii) the occurrence of any Default or Event of Default or any Material Adverse Change in respect of the Seller, the Sponsor, the Servicer, the Subservicer or the DepositorChange; (iv) the commencement of any proceedings by or against the Seller, the SponsorXxxxx Fargo, the Servicer, the Subservicer Depositor or the Depositor Issuer under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been been, or may be, appointed or requested for the Seller, the SponsorXxxxx Fargo, the Servicer, the Subservicer Depositor or the Depositor Issuer or any of their respective assets; or (v) the receipt of notice that (A) the Seller, Xxxxx Fargo, the Depositor or the Issuer is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval materially necessary for the conduct of the Seller's’s, Xxxxx Fargo’s, the Sponsor's, the Servicer's, the Subservicer's Depositor’s or the Depositor's respective businesses are Issuer’s business is to be be, or may be, suspended or revoked and such suspension or revocation is materially likely to result in a Material Adverse Change or (BC) the Seller, the SponsorXxxxx Fargo, the Servicer Depositor or the Subservicer are Issuer is to cease and desist any practice, procedure or policy employed by the Seller, the SponsorXxxxx Fargo, the Servicer Depositor or the Subservicer Issuer in the conduct of its their respective business, and such suspension, revocation or cessation is materially likely may reasonably be expected to result in a Material Adverse Change with respect (in the case of Xxxxx Fargo, such Material Adverse Change is limited to the Seller, matter described in clause (i) of the Sponsor, the Servicer or the Subservicerdefinition of Material Adverse Change).

Notice of Material Events. The SellerIssuer shall promptly and, in any event, within five Business Days after the occurrence thereof, inform the Trustee, the SponsorNoteholders, the Servicer, the Subservicer Supervisory Servicer and the Depositor shall be obligated promptly to inform the Insurer Rating Agency in writing of the occurrence of any of the following: (ia) the submission of any material claim or the initiation or material threat of any legal process, litigation or administrative or judicial investigationinvestigation against the Issuer; (b) any change in the location of the Issuer's principal office or any change in the location of the Issuer's books and records; (c) the occurrence of any Event of Default, any "event of default" under any other Transaction Document or rule making the occurrence of any event or disciplinary proceeding condition which with the giving of notice or lapse of time or both would constitute an Event of Default or "event of default" under any other Transaction Document; (d) the commencement or threat of any proceedings instituted by or against the SellerIssuer in any federal, the Sponsorstate or local court or before any governmental body or agency, the Serviceror before any arbitration board, the Subservicer or the Depositor that would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor or, to the best of their knowledge, the initiation of any proceeding or the promulgation of any proceeding or any proposed or final rule which which, if adversely determined, would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof material adverse change with respect to the Seller, the Sponsor, the Servicer, the Subservicer or the DepositorIssuer; (ii) any change in (A) the location of the principal office of the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor, (B) the jurisdiction of organization or (C) its legal name; (iii) the occurrence of any Default or Event of Default or any Material Adverse Change in respect of the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor; (ive) the commencement of any proceedings by or against the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor Issuer under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been been, or may be, appointed or requested for the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor Issuer or any of their its assets. (f) any merger, consolidation or sale of substantially all of the assets of PMC or PMCT (except any acquisition by PMCT or PMC of the other, merger or consolidation between PMC and PMCT or where PMC or PMCT, as applicable, is the surviving entity) or the Issuer; (g) any change in the Issuer's name, corporate or other structure or jurisdiction of organization; (h) any amendment or other modification of this Indenture, the Servicing Agreement or any of the other Transaction Documents; or (vi) the receipt of notice that (A) any license, permit, charter, registration or approval necessary for the conduct final payment in full of the Seller's, the Sponsor's, the Servicer's, the Subservicer's or the Depositor's respective businesses are to be suspended or revoked and such suspension or revocation is materially likely to result in a Material Adverse Change or (B) the Seller, the Sponsor, the Servicer or the Subservicer are to cease and desist any practice, procedure or policy employed by the Seller, the Sponsor, the Servicer or the Subservicer in the conduct of its business, and such cessation is materially likely to result in a Material Adverse Change with respect to the Seller, the Sponsor, the Servicer or the SubservicerNotes.

Notice of Material Events. The Servicer, the Seller, the SponsorOriginator, the Guarantor, the Special Member and the Issuer shall be obligated (which obligation shall be satisfied as to each if performed by the Servicer, the Subservicer and Seller, the Depositor shall be obligated Originator, the Guarantor, the Special Member or the Issuer) promptly to inform the Insurer in writing of the occurrence of any of the followingfollowing to the extent any of the following relate to it: (i) the submission of any claim or the initiation or material threat of any legal process, litigation or administrative or judicial investigation, investigation or rule making or disciplinary proceeding by or against the Servicer, the Seller, the SponsorOriginator, the ServicerGuarantor, the Subservicer Special Member or the Depositor Issuer that (A) would likely be required to be disclosed to the Commission or to the Servicer's, the Guarantor's, the Seller's, the Originator's, the Special Member's or the Issuer's shareholders or members, as applicable, or (B) would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Servicer, the Guarantor, the Seller, the SponsorOriginator, the Servicer, the Subservicer Special Member or the Depositor orIssuer, to or the best of their knowledge, the initiation promulgation of any proceeding or the promulgation of any proposed or final rule which would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Servicer, the Guarantor, the Seller, the SponsorOriginator, the Servicer, the Subservicer Special Member or the DepositorIssuer; (ii) the submission of any claim or the initiation or threat of any legal process, litigation or administrative or judicial investigation in any federal, state or local court or before any arbitration board, or any such proceeding threatened by any government agency, which, if adversely determined, would have a material adverse effect on the Issuer, the Owners, the Special Member or the Insurer; (iii) any change in (A) the location of the Servicer's, the Guarantor's, the Seller's, the Originator's, the Special Member's or the Issuer's principal office or any change in the location of the SellerServicer's, the SponsorGuarantor's, the ServicerSeller's, the Subservicer Originator's, the Special Member's or the Depositor, (B) the jurisdiction of organization or (C) its legal nameIssuer's books and records; (iiiiv) the occurrence of any Default or Event of Default or of any Material Adverse Change in respect of the Seller, the Sponsor, the Servicer, the Subservicer or the DepositorChange; (ivv) the commencement of any proceedings by or against the Servicer, the Guarantor, the Seller, the SponsorOriginator, the Servicer, the Subservicer Special Member or the Depositor Issuer under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been been, or may be, appointed or requested for the Servicer, the Guarantor, the Seller, the SponsorOriginator, the Servicer, the Subservicer Special Member or the Depositor Issuer or any of its or their assets; or (vvi) the receipt of notice that (A) the Servicer, the Guarantor, the Seller, the Originator, the Special Member or the Issuer is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary which are material for the conduct of the Servicer's, the Guarantor's, the Seller's, the SponsorOriginator's, the Servicer's, the SubservicerSpecial Member's or the DepositorIssuer's respective businesses are business is to be or may be suspended or revoked and such suspension or revocation is materially likely to result in a Material Adverse Change revoked, or (BC) the Servicer, the Seller, the SponsorOriginator, the Servicer Guarantor, the Special Member or the Subservicer are Issuer is to cease and desist any practice, procedure or policy employed by the Servicer, the Seller, the SponsorOriginator, the Servicer Guarantor, the Special Member or the Subservicer Issuer in the conduct of its business, and such cessation is materially likely to may result in a Material Adverse Change with respect to the Servicer, the Seller, the SponsorOriginator, the Servicer Guarantor, the Special Member or the SubservicerIssuer.

Notice of Material Events. The SellerAdministrator, the SponsorDepositor, the ServicerIssuer, the Subservicer Master Servicer and the Depositor Seller shall be obligated (which obligation shall be satisfied as to each if performed by the Administrator, the Depositor, the Issuer, the Master Servicer or the Seller) promptly to inform the Insurer in writing of the occurrence of any of the followingfollowing to the extent any of the following relate to it: (i) the submission of any claim or the initiation or material threat of any legal process, litigation or administrative or judicial investigation, investigation or rule making or disciplinary proceeding by or against the SellerAdministrator, the SponsorDepositor, the ServicerIssuer, the Subservicer Master Servicer or the Depositor Seller that would likely (A) could reasonably be expected to be required to be disclosed to the Commission or (B) could reasonably be expected to result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Administrator, the Depositor, the Issuer, the Master Servicer or the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor or, to the best of their knowledge, the initiation promulgation of any proceeding or the promulgation of any proposed or final rule which would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the SellerAdministrator, the SponsorDepositor, the ServicerIssuer, the Subservicer Master Servicer or the DepositorSeller; (ii) the submission of any claim or the initiation or threat of any legal process, litigation or administrative or judicial investigation in any federal, state or local court or before any arbitration board, or any such proceeding threatened by any government agency, which, would have a material adverse effect on the Administrator, the Depositor, the Insurer, the Issuer, the Master Servicer, the Owners or the Seller; (iii) any change in (A) the location of the principal office Administrator's, the Depositor's, the Issuer's, the Master Servicer's or the Seller Location or any change in the location of the SellerAdministrator's, the SponsorDepositor's, the ServicerIssuer's, the Subservicer Master Servicer's or the Depositor, (B) the jurisdiction of organization or (C) its legal nameSeller books and records; (iiiiv) the occurrence of any Default or Event of Default or Master Servicer Default or Administrator Default or XXXX Trigger Event or of any Material Adverse Change in respect of the Seller, the Sponsor, the Servicer, the Subservicer or the DepositorChange; (ivv) the commencement of any proceedings by or against the SellerAdministrator, the SponsorDepositor, the ServicerIssuer, the Subservicer Master Servicer or the Depositor Seller under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been been, or may be, appointed or requested for the SellerAdministrator, the SponsorDepositor, the ServicerIssuer, the Subservicer Master Servicer or the Depositor Seller or any of its or their assets; or (vvi) the receipt of notice that (A) the Administrator, the Depositor, the Issuer, the Master Servicer or the Seller is being placed under additional regulatory supervision, and such additional regulatory supervision may result in a Material Adverse Change with respect to the Administrator, the Depositor, the Issuer, the Master Servicer or the Seller, (B) the Depositor is being placed under regulatory supervision, (C) any license, permit, charter, registration or approval necessary material for the conduct of the SellerAdministrator's, the SponsorDepositor's, the ServicerIssuer's, the SubservicerMaster Servicer's or the DepositorSeller's respective businesses are business is to be or may be suspended or revoked and such suspension or revocation is materially likely to result in a Material Adverse Change revoked, or (BD) the SellerAdministrator, the SponsorDepositor, the Issuer, the Master Servicer or the Subservicer are Seller is to cease and desist any practice, procedure or policy employed by the SellerAdministrator, the SponsorDepositor, the Issuer, the Master Servicer or the Subservicer Seller in the conduct of its business, and such cessation is materially likely to may result in a Material Adverse Change with respect to the SellerAdministrator, the SponsorDepositor, the Issuer, the Master Servicer or the SubservicerSeller.

Notice of Material Events. The Seller, the Sponsor, the Servicer, the Subservicer Seller and the Depositor shall be obligated (which obligation shall be satisfied as to each if performed by the Servicer, the Seller or the Depositor) promptly to inform the Insurer in writing of the occurrence of any of the followingfollowing to the extent any of the following relate to it: (i) the submission of any claim or the initiation or material threat of any legal process, litigation or administrative or judicial investigation, or rule making or disciplinary proceeding by or against the Seller, the Sponsor, the Servicer, the Subservicer Seller or the Depositor that would likely that (A) could be required to be disclosed to the Commission or to the Servicer's, the Seller's or the Depositor's shareholders or (B) could result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Seller, the Sponsor, the Servicer, the Subservicer Seller or the Depositor orDepositor, to or the best of their knowledge, the initiation promulgation of any proceeding or the promulgation of any proposed or final rule which would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Seller, the Sponsor, the Servicer, the Subservicer Seller or the Depositor; (ii) the submission of any change claim or the initiation or threat of any legal process, litigation or administrative or judicial investigation in (A) any federal, state or local court or before any arbitration board, or any such proceeding threatened by any government agency, which, if adversely determined, would have a material adverse effect on the location of the principal office of the SellerIssuer, the Sponsor, the Servicer, the Subservicer Owners or the Depositor, (B) the jurisdiction of organization or (C) its legal nameInsurer; (iii) any change in the location of the Servicer's, the Seller's or the Depositor's principal office, any change in the location of the Servicer's, the Seller's or the Depositor's books and records, or any change in the location of the Corporate Trust Office (as defined in the Sale and Allocation Agreement), or any change in the account number or location of the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account; (iv) the occurrence of any Event of Servicing Termination, Default or Event of Default or of any Material Adverse Change in respect of the Seller, the Sponsor, the Servicer, the Subservicer or the DepositorChange; (ivv) the commencement of any proceedings by or against the Seller, the Sponsor, the Servicer, the Subservicer Seller or the Depositor under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been been, or may be, appointed or requested for the Seller, the Sponsor, the Servicer, the Subservicer Seller or the Depositor or any of its or their assets; or (vvi) the receipt of notice that (A) the Servicer, the Seller or the Depositor is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Seller's, the Sponsor's, the Servicer's, the SubservicerSeller's or the Depositor's respective businesses are business is to be, or may be suspended or revoked and such suspension or revocation is materially likely to result in a Material Adverse Change revoked, or (BC) the SellerServicer, the Sponsor, the Servicer Seller or the Subservicer are Depositor is to cease and desist any practice, procedure or policy employed by the SellerServicer, the Sponsor, the Servicer Seller or the Subservicer Depositor in the conduct of its business, and such cessation is materially likely to may result in a Material Adverse Change with respect to the SellerServicer, the Sponsor, the Servicer Seller or the SubservicerDepositor. (vii) The occurrence of any merger, consolidation or asset transfer of the Seller as described in Section 4.3 of the Sale and Allocation Agreement.

Notice of Material Events. The Seller, the SponsorOriginator, the Servicer, the Subservicer Company and the Depositor Seller shall be obligated promptly to inform the Note Insurer in writing of the occurrence of any of the following: (i) the submission of any claim or the initiation or material threat of any legal process, litigation or administrative or judicial investigation, or rule making or disciplinary proceeding by or against the Seller, the SponsorOriginator, the Servicer, the Subservicer Company or the Depositor Seller that would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Seller, the SponsorOriginator, the Servicer, the Subservicer Company or the Depositor orSeller, to or the best of their knowledge, the initiation promulgation of any proceeding or the promulgation of any proposed or final rule which would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Seller, the SponsorOriginator, the Servicer, the Subservicer Company or the DepositorSeller; (ii) any change in (A) the location of the principal office of the Seller, the SponsorOriginator, the Servicer, the Subservicer or Company and the Depositor, (B) the jurisdiction of organization or (C) its legal nameSeller; (iii) the occurrence of any Default or Event of Default involving the Originator, the Servicer, the Company or the Seller or any Material Adverse Change in respect of the Seller, the SponsorOriginator, the Servicer, the Subservicer Company or the DepositorSeller; (iv) the commencement of any proceedings by or against the Seller, the SponsorOriginator, the Servicer, the Subservicer Company or the Depositor Seller under any applicable reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee Indenture Trustee or similar official shall have been been, or may be, appointed or requested for the Seller, the SponsorOriginator, the Servicer, the Subservicer Company or the Depositor Seller or any of their assets; or (v) the receipt of notice that (A) any license, permit, charter, registration or approval necessary for the conduct of the Seller's, the SponsorOriginator's, the Servicer's, the SubservicerCompany's or the DepositorSeller's respective businesses are business is to be, or may be suspended or revoked and such suspension or revocation is materially likely to result in a Material Adverse Change or (B) the SellerOriginator, the SponsorServicer, the Servicer Company or the Subservicer are Seller is to cease and desist any practice, procedure or policy employed by the SellerOriginator, the SponsorServicer, the Servicer Company or the Subservicer Seller in the conduct of its business, and but only if such suspension, revocation or cessation is materially likely to may result in a Material Adverse Change with respect to the SellerOriginator, the SponsorServicer, the Servicer Company or the SubservicerSeller.

Notice of Material Events. The SellerUACC, the Sponsor, the Servicer, the Subservicer Servicer and the Depositor Seller shall be obligated (which obligation shall be satisfied as to each if performed by UACC, the Servicer or the Seller) promptly to inform the Insurer in writing of the occurrence of any of the followingfollowing to the extent any of the following relate to it: (i) the submission of any claim or the initiation or material threat of any legal process, litigation or administrative or judicial investigation, investigation or rule making or disciplinary proceeding in any federal, state or local court or before any arbitration board, or any such proceeding threatened by any governmental body or against agency, that has a reasonable likelihood of being adversely determined and (A) if so determined, could have a material adverse effect on the Servicer, the Seller, the SponsorCustodian, the Note Owners or the Insurer, (B) would be required to be disclosed to the Commission or to UACC’s, the Servicer, the Subservicer ’s or the Depositor that Seller’s shareholders or (C) would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to UACC, the Servicer or the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor or, to the best of their knowledge, the initiation of any proceeding or the promulgation of any proposed or final rule which would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor; (ii) any change in (A) the location of the Servicer’s or the Seller’s principal office or any change in the location of Servicer’s or the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor, (B) the jurisdiction of organization or (C) its legal name’s books and records; (iii) the occurrence of any Default or Insurance Agreement Event of Default or of any Material Adverse Change in respect of the Seller, the Sponsor, the Servicer, the Subservicer or the DepositorChange; (iv) the commencement of any proceedings by or against the SellerUACC, the Sponsor, the Servicer, the Subservicer Servicer or the Depositor Seller under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been been, or may be, appointed or requested for the SellerUACC, the Sponsor, the Servicer, the Subservicer Servicer or the Depositor Seller or any of its or their assets; or (v) the receipt of notice (A) of any claim or order by any taxing authority that taxes are owed by UACC or any of its subsidiaries, the Servicer or the Seller, as applicable, or (B) that any withholding taxes are to be imposed on any Collateral or the Obligations (as payment to be received thereunder, as applicable). (vi) the receipt of notice that (A) UACC, the Servicer or the Seller is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Seller's, the Sponsor'sUACC’s, the Servicer's, the Subservicer's ’s or the Depositor's respective businesses are Seller’s business is to be or may be suspended or revoked and such suspension or revocation is materially likely to result in a Material Adverse Change revoked, or (BC) the Seller, the SponsorUACC, the Servicer or the Subservicer are Seller is to cease and desist any practice, procedure or policy employed by the Seller, the SponsorUACC, the Servicer or the Subservicer Seller in the conduct of its business, and which, in any such cessation is materially likely to case, may result in a Material Adverse Change with respect to the Seller, the SponsorUACC, the Servicer or the SubservicerSeller or would have a material adverse effect on the Owners or the Insurer.

Notice of Material Events. The Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer, the Subservicer Administrator and the Depositor shall be obligated (which obligation shall be satisfied as to each if performed by the Issuer, the Master Servicer, the Seller, the Administrator or the Depositor) promptly to inform the Insurer in writing of the occurrence of any of the followingfollowing to the extent any of the following relate to it: (i) the submission of any claim or the initiation or material threat of any legal process, litigation or administrative or judicial investigation, investigation or rule making or disciplinary proceeding by or against the Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer, the Subservicer Administrator or the Depositor that would likely (A) could reasonably be expected to be required to be disclosed to the Commission or (B) could reasonably be expected to result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer, the Subservicer Administrator or the Depositor orDepositor, to or the best of their knowledge, the initiation promulgation of any proceeding or the promulgation of any proposed or final rule which would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer, the Subservicer Administrator or the Depositor; (ii) the submission of any claim or the initiation or threat of any legal process, litigation or administrative or judicial investigation in any federal, state or local court or before any arbitration board, or any such proceeding threatened by any government agency, which, would have a material adverse effect on the Issuer, the Owners or the Insurer; (iii) any change in (A) the location of the principal office of Issuer’s, the Master Servicer’s, the Seller’s, the Sponsor, the Servicer, the Subservicer Administrator’s or the Depositor’s principal office or any change in the location of the Issuer’s, (B) the jurisdiction of organization Master Servicer’s, the Seller’s, the Administrator’s or (C) its legal namethe Depositor’s books and records; (iiiiv) the occurrence of any Default or Event of Default or of any Material Adverse Change in respect of the Seller, the Sponsor, the Servicer, the Subservicer or the DepositorChange; (ivv) the commencement of any proceedings by or against the Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer, the Subservicer Administrator or the Depositor under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been been, or may be, appointed or requested for the Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer, the Subservicer Administrator or the Depositor or any of its or their assets; or (vvi) the receipt of notice that (A) the Issuer, the Master Servicer, the Seller, the Administrator or the Depositor is being placed under additional regulatory supervision, and such additional regulatory supervision may result in a Material Adverse Change with respect to the Issuer, the Master Servicer, the Seller, the Administrator or the Depositor, (B) any license, permit, charter, registration or approval necessary material for the conduct of the Seller'sIssuer, the Sponsor'sMaster Servicer’s, the Servicer'sSeller’s, the Subservicer's Administrator’s or the Depositor's respective businesses are ’s business is to be or may be suspended or revoked and such suspension or revocation is materially likely to result in a Material Adverse Change revoked, or (BC) the Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer Administrator or the Subservicer are Depositor is to cease and desist any practice, procedure or policy employed by the Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer Administrator or the Subservicer Depositor in the conduct of its business, and such cessation is materially likely to may result in a Material Adverse Change with respect to the Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer Administrator or the SubservicerDepositor.

Notice of Material Events. The Seller, the Sponsor, the Servicer, the Subservicer and the Depositor Issuer shall be obligated promptly (but in any event within five Business Days) to inform the Insurer Administrative Agent and each Funding Agent in writing of the occurrence of any of the following: (i) the submission of any claim or the initiation or material threat of any legal process, litigation or administrative or judicial investigation, or rule making or disciplinary proceeding by or against the SellerIssuer, the Sponsor, the Servicer, the Subservicer any Affiliated Servicer or the Depositor Master Servicer that would likely (A) could be required to be disclosed to the Securities and Exchange Commission or (B) could result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the SellerIssuer, any Affiliated Servicer or the Sponsor, the Master Servicer, the Subservicer or the Depositor or, to the best of their knowledge, the initiation promulgation of any proceeding or the promulgation of any proposed or final rule which would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the SellerIssuer, the Sponsor, the Servicer, the Subservicer any Affiliated Servicer or the Depositor;Master Servicer. (ii) any change in (A) the location Location of the Issuer’s principal office offices or any change in the Location of the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor, (B) the jurisdiction of organization or (C) its legal nameIssuer’s books and records; (iii) the occurrence of any Default or Event of Default Termination, any default under any Guarantee Agreement or Sub-Servicing Agreement (whether or not such default constitutes an Event of Termination) or any other event circumstance or condition that has resulted or has a material probability of resulting in a Material Adverse Change in respect of the Seller, the Sponsor, the Servicer, the Subservicer or the DepositorIssuer; (iv) the commencement of any proceedings by or against the SellerIssuer, the Sponsor, the Servicer, the Subservicer any Affiliated Servicer or the Depositor Master Servicer under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been been, or may be, appointed or requested for the SellerIssuer, the Sponsor, the Servicer, the Subservicer any Affiliated Servicer or the Depositor Master Servicer or any of their its assets; or; (v) the receipt of notice that (A) the Issuer, any Affiliated Servicer or the Master Servicer is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Seller'sIssuer’s, the Sponsor's, the any Affiliated Servicer's, the Subservicer's ’s or the Depositor's respective businesses are Master Servicer’s business is to be, or may be suspended or revoked and such suspension or revocation is materially likely to result in a Material Adverse Change revoked, or (BC) the SellerIssuer, the Sponsor, the any Affiliated Servicer or the Subservicer are Master Servicer is to cease and desist any practice, procedure or policy employed by the SellerIssuer, the Sponsor, the any Affiliated Servicer or the Subservicer Master Servicer in the conduct of its business, and such cessation is materially likely to may result in a Material Adverse Change with respect to the SellerIssuer, the Sponsor, the any Affiliated Servicer or the SubservicerMaster Servicer; and (vi) any failure to pay when due any indebtedness of the Issuer.

Notice of Material Events. The Sponsor, the Seller, the Sponsor, the Servicer, the Subservicer Servicer and the Depositor shall be obligated promptly to inform the Insurer in writing of the occurrence of any of the following: (i) the submission of any claim or the initiation or material threat of any legal process, litigation or administrative or judicial investigation, or rule making or disciplinary proceeding by or against the Sponsor, the Seller, the Servicer or the Depositor that (A) could be required to be disclosed to the Commission or the Sponsor, the ServicerSeller, the Subservicer Servicer or the Depositor that Depositor’s shareholders or (B) would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Sponsor, the Seller, the Sponsor, the Servicer, the Subservicer or Servicer and the Depositor or, to the best of their knowledge, the initiation of any proceeding or the promulgation of any proposed or final rule which would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Sponsor, the Seller, the Sponsor, the Servicer, the Subservicer Servicer or the Depositor; (ii) any change in (A) the location of the principal office of the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor, (B) the jurisdiction of organization or (CB) its legal name; (iii) the occurrence of any Default or Event of Default involving the Sponsor, the Seller, the Servicer or the Depositor or any Material Adverse Change in respect of the Sponsor, the Seller, the Sponsor, the Servicer, the Subservicer Servicer or the Depositor; (iv) the commencement of any proceedings by or against the Sponsor, the Seller, the Sponsor, the Servicer, the Subservicer Servicer or the Depositor under any applicable reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been appointed for the Sponsor, the Seller, the Sponsor, the Servicer, the Subservicer Servicer or the Depositor or any of their assets; or (v) the receipt of notice that (A) any license, permit, charter, registration or approval necessary for the conduct of the Seller'sSponsor, the Sponsor'sSeller, the Servicer's, the Subservicer's Servicer or the Depositor's respective businesses ’s business are to be suspended or revoked and such suspension supervision or revocation is materially likely to would result in a Material Adverse Change or (B) the SellerSponsor, the SponsorSeller, the Servicer or the Subservicer Depositor are to cease and desist any practice, procedure or policy employed by the SellerSponsor, the SponsorSeller, the Servicer or the Subservicer Depositor in the conduct of its business, and such cessation is materially likely to may result in a Material Adverse Change with respect to the SellerSponsor, the SponsorSeller, the Servicer or the SubservicerDepositor.

Notice of Material Events. The Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer, the Subservicer Administrator and the Depositor shall be obligated (which obligation shall be satisfied as to each if performed by the Issuer, the Master Servicer, the Seller, the Administrator or the Depositor) promptly to inform the Insurer in writing of the occurrence of any of the followingfollowing to the extent any of the following relate to it: (i) the submission of any claim or the initiation or material threat of any legal process, litigation or administrative or judicial investigation, investigation or rule making or disciplinary proceeding by or against the Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer, the Subservicer Administrator or the Depositor that would likely (A) could reasonably be expected to be required to be disclosed to the Commission or (B) could reasonably be expected to result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer, the Subservicer Administrator or the Depositor orDepositor, to or the best of their knowledge, the initiation promulgation of any proceeding or the promulgation of any proposed or final rule which would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer, the Subservicer Administrator or the Depositor; (ii) the submission of any claim or the initiation or threat of any legal process, litigation or administrative or judicial investigation in any federal, state or local court or before any arbitration board, or any such proceeding threatened by any government agency, which, would have a material adverse effect on the Issuer, the Owners or the Insurer; (iii) any change in (A) the location of the principal office of Issuer's, the Master Servicer's, the Seller's, the Sponsor, the Servicer, the Subservicer Administrator's or the Depositor's principal office or any change in the location of the Issuer's, (B) the jurisdiction of organization Master Servicer's, the Seller's, the Administrator's or (C) its legal namethe Depositor's books and records; (iiiiv) the occurrence of any Default or Event of Default or of any Material Adverse Change in respect of the Seller, the Sponsor, the Servicer, the Subservicer or the DepositorChange; (ivv) the commencement of any proceedings by or against the Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer, the Subservicer Administrator or the Depositor under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been been, or may be, appointed or requested for the Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer, the Subservicer Administrator or the Depositor or any of its or their assets; or (vvi) the receipt of notice that (A) the Issuer, the Master Servicer, the Seller, the Administrator or the Depositor is being placed under additional regulatory supervision, and such additional regulatory supervision may result in a Material Adverse Change with respect to the Issuer, the Master Servicer, the Seller, the Administrator or the Depositor, (B) any license, permit, charter, registration or approval necessary material for the conduct of the Issuer, the Master Servicer's, the Seller's, the Sponsor's, the Servicer's, the SubservicerAdministrator's or the Depositor's respective businesses are business is to be or may be suspended or revoked and such suspension or revocation is materially likely to result in a Material Adverse Change revoked, or (BC) the Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer Administrator or the Subservicer are Depositor is to cease and desist any practice, procedure or policy employed by the Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer Administrator or the Subservicer Depositor in the conduct of its business, and such cessation is materially likely to may result in a Material Adverse Change with respect to the Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer Administrator or the SubservicerDepositor.

Notice of Material Events. The Seller, the SponsorAmeriCredit, the Servicer, the Subservicer Sellers, the Custodian and the Depositor Debtor shall be obligated (which obligation shall be satisfied as to each if performed by AmeriCredit, the Servicer, the Sellers, the Custodian or the Debtor) promptly to inform the Insurer in writing of the occurrence of any of the followingfollowing to the extent any of the following relate to it: (i) the submission of any claim or the initiation or material threat of any legal process, litigation or administrative or judicial investigation, investigation or rule making or disciplinary proceeding in any federal, state or local court or before any arbitration board, or any such proceeding threatened by or against any government agency, that has a reasonable likelihood of being adversely determined and (A) if so determined, could have a material adverse effect on the SellerDebtor, the SponsorOwner or the Insurer, (B) would be required to be disclosed to the Commission or to AmeriCredit’s, the Servicer’s, a Seller’s, the Subservicer Custodian’s or the Depositor that Debtor’s shareholders or (C) would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Seller, the SponsorAmeriCredit, the Servicer, the Subservicer Custodian, the Sellers or the Depositor or, to the best of their knowledge, the initiation of any proceeding or the promulgation of any proposed or final rule which would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Seller, the Sponsor, the Servicer, the Subservicer or the DepositorDebtor; (ii) any change in (A) the location of the principal office of the Seller, the SponsorAmeriCredit’s, the Servicer’s, the Subservicer Custodian’s, a Seller’s or the DepositorDebtor’s principal office or any change in the location of AmeriCredit’s, (B) the jurisdiction of organization Servicer’s, the Custodian’s, a Seller’s or (C) its legal namethe Debtor’s books and records; (iii) the occurrence of any Default or Event of Default or of any Material Adverse Change in respect of the Seller, the Sponsor, the Servicer, the Subservicer or the DepositorChange; (iv) the commencement of any proceedings by or against the Seller, the SponsorAmeriCredit, the Servicer, the Subservicer Custodian, a Seller or the Depositor Debtor under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been been, or may be, appointed or requested for the Seller, the SponsorAmeriCredit, the Servicer, the Subservicer Custodian, a Seller or the Depositor Debtor or any of its or their assets; or (v) the receipt of notice that (A) AmeriCredit, the Servicer, the Custodian, either Seller or the Debtor is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Seller's, the Sponsor'sAmeriCredit’s, the Servicer's’s, a Seller’s, the Subservicer's Custodian’s or the Depositor's respective businesses are Debtor’s business is to be or may be suspended or revoked and such suspension or revocation is materially likely to result in a Material Adverse Change revoked, or (BC) the SellerAmeriCredit, the SponsorServicer, the Servicer Sellers, the Custodian or the Subservicer are Debtor is to cease and desist any practice, procedure or policy employed by the SellerAmeriCredit, the SponsorServicer, the Servicer Sellers, the Custodian or the Subservicer Debtor in the conduct of its business, and which, in any such cessation is materially likely to case, may result in a Material Adverse Change with respect to the SellerAmeriCredit, the SponsorServicer, the Servicer Custodian, the Sellers or the SubservicerDebtor or would have a material adverse effect on the Owner or the Insurer.

Notice of Material Events. The Seller, the Sponsor, the Servicer, the Subservicer Servicer and the Depositor shall be obligated promptly to inform the Insurer in writing of the occurrence of any of the following: (i) the submission of any claim or the initiation or material threat of any legal process, litigation or administrative or judicial investigation, or rule making or disciplinary proceeding by or against the Seller, the Sponsor, the Servicer, the Subservicer Servicer or the Depositor that (A) could be required to be disclosed to the Commission or the Seller, the Servicer or the Depositor’s shareholders or (B) would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Seller, the Sponsor, the Servicer, the Subservicer or Servicer and the Depositor or, to the best of their knowledge, the initiation of any proceeding or the promulgation of any proposed or final rule which would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Seller, the Sponsor, the Servicer, the Subservicer Servicer or the Depositor; (ii) any change in (A) the location of the principal office of the Seller, the Sponsor, the Servicer, the Subservicer Servicer or the Depositor, (B) the jurisdiction of organization or (C) its legal name; (iii) the occurrence of any Default or Event of Default involving the Seller, the Servicer or the Depositor or any Material Adverse Change in respect of the Seller, the Sponsor, the Servicer, the Subservicer Servicer or the Depositor; (iv) the commencement of any proceedings by or against the Seller, the Sponsor, the Servicer, the Subservicer Servicer or the Depositor under any applicable reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been appointed for the Seller, the Sponsor, the Servicer, the Subservicer Servicer or the Depositor or any of their assets; or (v) the receipt of notice that (A) any license, permit, charter, registration or approval necessary for the conduct of the Seller's, the Sponsor's, the Servicer's, the Subservicer's Servicer or the Depositor's respective businesses ’s business are to be suspended or revoked and such suspension supervision or revocation is materially likely to would result in a Material Adverse Change or (B) the Seller, the Sponsor, the Servicer or the Subservicer Depositor are to cease and desist any practice, procedure or policy employed by the Seller, the Sponsor, the Servicer or the Subservicer Depositor in the conduct of its business, and such cessation is materially likely to may result in a Material Adverse Change with respect to the Seller, the Sponsor, the Servicer or the SubservicerDepositor.

Notice of Material Events. The SellerServicer, the Sponsor, the Servicer, the Subservicer Trust and the Depositor shall be obligated (which obligation shall be satisfied as to each if performed by the Servicer, the Sponsor, the Trust or the Depositor) promptly to inform the Certificate Insurer in writing of the occurrence of any of the following: (i) the submission of any claim or the initiation or material threat of any legal process, litigation or administrative or judicial investigation, or rule making or disciplinary proceeding (a) with respect to a material portion of the Trust Fund or in which a request has been made for certification as a class action (or equivalent relief) that would involve a material portion of the Trust Fund, or (b) by or against the SellerServicer, the Sponsor, the Servicer, the Subservicer Trust or the Depositor that (1) would likely be required to be disclosed to the Commission if the Certificates were publicly registered or the Sponsor's shareholders, (2) could result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the SellerServicer, the Sponsor, the Trust or the Depositor, or to the knowledge of the Servicer, the Subservicer Sponsor, the Trust or the Depositor or, to the best of their knowledgeDepositor, the initiation of any proceeding or the promulgation of any proposed or final rule which would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the SellerServicer, the Sponsor, the Servicer, Trust and the Subservicer Depositor or any of their respective subsidiaries or (3) pertaining to the DepositorTrust Fund in general; (ii) any change in (A) the location organizational jurisdictions of the principal office of the Seller, the Sponsor, the Servicer, the Subservicer Sponsor or the Depositor, (B) the jurisdiction of organization or (C) its legal name; (iii) the occurrence of any Default or Event of Default or any Material Adverse Change in respect of the Seller, the Sponsor, the Servicer, the Subservicer Sponsor or the Depositor; (iv) the commencement of any proceedings by or against the Seller, the Sponsor, the Servicer, the Subservicer Sponsor or the Depositor under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been been, or may be, appointed or requested for the Seller, the Sponsor, the Servicer, the Subservicer Sponsor or the Depositor or any of their respective assets; or (v) the receipt of notice that (A) the Servicer, the Sponsor or the Depositor is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval materially necessary for the conduct of the SellerServicer's, the Sponsor's, the Servicer's, the Subservicer's or the Depositor's respective businesses are business is to be suspended or revoked and such suspension or revocation is materially likely to result in a Material Adverse Change or (BC) the SellerServicer, the Sponsor, the Servicer Sponsor or the Subservicer are Depositor is to cease and desist any practice, procedure or policy employed by the SellerServicer, the Sponsor, the Servicer Sponsor or the Subservicer Depositor in the conduct of its their respective business, and such suspension, revocation or cessation is materially likely may reasonably be expected to result in a Material Adverse Change with respect to the SellerServicer, the Sponsor, the Servicer Sponsor or the SubservicerDepositor.

Notice of Material Events. The SellerEOI, the Sponsor, the Servicer, the Subservicer each Affiliated Seller and the Depositor shall be obligated (which obligation shall be satisfied as to each if performed by EOI or the Depositor) promptly to inform the Insurer in writing of the occurrence of any of the following: (i) the submission of any claim or the initiation or material threat of any legal process, litigation or administrative or judicial investigation, or rule making or disciplinary proceeding by or against the SellerEOI, the Sponsor, the Servicer, the Subservicer any Affiliated Seller or the Depositor that (A) would be required to be disclosed to the Commission or EOI's shareholders or (B) could result in a Material Adverse Change with respect to EOI, any Affiliated or the Depositor, or to the best of the knowledge of EOI or the Depositor, the promulgation of any proceeding or any proposed or final rule which, would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the SellerEOI, the Sponsor, the Servicer, the Subservicer any Affiliated Seller or the Depositor or, to the best or any of their knowledge, the initiation of any proceeding or the promulgation of any proposed or final rule which would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Seller, the Sponsor, the Servicer, the Subservicer or the Depositorrespective subsidiaries; (ii) any change in (A) the location of the principal office of the Seller, the Sponsor, the Servicer, the Subservicer EOI or the Depositor, (B) the jurisdiction Depositor or any of organization or (C) its legal nametheir respective subsidiaries; (iii) the occurrence of any Default or Event of Default or any Material Adverse Change in respect of the SellerEOI, the Sponsor, the Servicer, the Subservicer any Affiliated Seller or the Depositor; (iv) the commencement of any proceedings by or against the SellerEOI, the Sponsor, the Servicer, the Subservicer any Affiliated Seller or the Depositor under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been been, or may be, appointed or requested for the SellerEOI, the Sponsor, the Servicer, the Subservicer any Affiliated Seller or the Depositor or any of their respective assets; or (v) the receipt of notice that (A) EOI, any Affiliated Seller or the Depositor is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the SellerEOI's, the Sponsor's, the Servicer's, the Subservicerany Affiliated Seller's or the Depositor's respective businesses are business is to be be, or may be, suspended or revoked and such suspension or revocation is materially likely to result in a Material Adverse Change or (BC) the SellerEOI, the Sponsor, the Servicer any Affiliated Seller or the Subservicer are Depositor is to cease and desist any practice, procedure or policy employed by the SellerEOI, the Sponsor, the Servicer any Affiliated Seller or the Subservicer Depositor in the conduct of its their respective business, and such suspension, revocation or cessation is materially likely may reasonably be expected to result in a Material Adverse Change with respect to the SellerEOI, the Sponsor, the Servicer any Affiliated Seller or the SubservicerDepositor.

Notice of Material Events. The Seller, the Sponsor, the Servicer, the Subservicer Seller and the Depositor shall be obligated (which obligation shall be satisfied as to each if performed by the Seller or the Depositor) promptly to inform the Insurer in writing of the occurrence of any of the followingfollowing to the extent any of the following relate to it: (i) the submission of any claim or the initiation or material threat of any legal process, litigation or administrative or judicial investigation, or rule making or disciplinary proceeding by or against the Seller, the Sponsor, the Servicer, the Subservicer Seller or the Depositor that (A) would likely be required to be disclosed to the Commission or to the Seller's or the Depositor's shareholders or (B) could reasonably be expected to result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Seller, the Sponsor, the Servicer, the Subservicer Seller or the Depositor orDepositor, to or the best of their knowledge, the initiation promulgation of any proceeding or the promulgation of any proposed or final rule which would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Seller, the Sponsor, the Servicer, the Subservicer Seller or the Depositor; (ii) the submission of any claim or the initiation or threat of any legal process, litigation or administrative or judicial investigation in any federal, state or local court or before any arbitration board, or any such proceeding threatened by any government agency, which, if adversely determined, would have a material adverse effect on the Seller, the Depositor, the Owners or the Insurer; (iii) any change in (A) the location of the Seller's or the Depositor's principal office or any change in the location of the Seller, the Sponsor, the Servicer, the Subservicer 's or the Depositor, (B) the jurisdiction of organization or (C) its legal name's books and records; (iiiiv) the occurrence of any Default or Event of Default or of any Material Adverse Change in respect of the Seller, the Sponsor, the Servicer, the Subservicer or the DepositorChange; (ivv) the commencement of any proceedings by or against the Seller, the Sponsor, the Servicer, the Subservicer Seller or the Depositor under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been been, or may be, appointed or requested for the Seller, the Sponsor, the Servicer, the Subservicer Seller or the Depositor or any of its or their assets; or (vvi) the receipt of notice that (A) the Seller or the Depositor is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Seller's, the Sponsor's, the Servicer's, the Subservicer's or the Depositor's respective businesses are business is to be, or may be suspended or revoked and such suspension or revocation is materially likely to result in a Material Adverse Change revoked, or (BC) the Seller, the Sponsor, the Servicer Seller or the Subservicer are Depositor is to cease and desist any practice, procedure or policy employed by the Seller, the Sponsor, the Servicer Seller or the Subservicer Depositor in the conduct of its business, and such cessation is materially reasonably likely to result in a Material Adverse Change with respect to the Seller, the Sponsor, the Servicer Seller or the SubservicerDepositor.

Notice of Material Events. The Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer, the Subservicer Administrator and the Depositor shall be obligated (which obligation shall be satisfied as to each if performed by the Issuer, the Master Servicer, the Seller, the Administrator or the Depositor) promptly to inform the Insurer in writing of the occurrence of any of the followingfollowing to the extent any of the following relate to it: (i) the submission of any claim or the initiation or material threat of any legal process, litigation or administrative or judicial investigation, investigation or rule making or disciplinary proceeding by or against the Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer, the Subservicer Administrator or the Depositor that would likely (A) could reasonably be expected to be required to be disclosed to the Commission or (B) could reasonably be expected to result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer, the Subservicer Administrator or the Depositor orDepositor, to or the best of their knowledge, the initiation promulgation of any proceeding or the promulgation of any proposed or final rule which would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer, the Subservicer Administrator or the Depositor; (ii) the submission of any claim or the initiation or threat of any legal process, litigation or administrative or judicial investigation in any federal, state or local court or before any arbitration board, or any such proceeding threatened by any government agency, which, would have a material adverse effect on the Issuer, the Owners or the Insurer; (iii) any change in (A) the location of the principal office of Issuer's, the Master Servicer's, the Seller's, the Sponsor, the Servicer, the Subservicer Administrator's or the Depositor's principal office or any change in the location of the Issuer's, (B) the jurisdiction of organization Master Servicer's, the Seller's, the Administrator's or (C) its legal namethe Depositor's books and records; (iiiiv) the occurrence of any Default or Event of Default or of any Material Adverse Change in respect of the Seller, the Sponsor, the Servicer, the Subservicer or the DepositorChange; (ivv) the commencement of any proceedings by or against the Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer, the Subservicer Administrator or the Depositor under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been been, or may be, appointed or requested for the Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer, the Subservicer Administrator or the Depositor or any of its or their assets; or (vvi) the receipt of notice that (A) the Issuer, the Master Servicer, the Seller or the Administrator is being placed under additional regulatory supervision, and such additional regulatory supervision may result in a Material Adverse Change with respect to the Issuer, the Master Servicer, the Seller or the Administrator, (B) the Depositor is being placed under regulatory supervision, (C) any license, permit, charter, registration or approval necessary material for the conduct of the Issuer, the Master Servicer's, the Seller's, the Sponsor's, the Servicer's, the SubservicerAdministrator's or the Depositor's respective businesses are business is to be or may be suspended or revoked and such suspension or revocation is materially likely to result in a Material Adverse Change revoked, or (BD) the Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer Administrator or the Subservicer are Depositor is to cease and desist any practice, procedure or policy employed by the Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer Administrator or the Subservicer Depositor in the conduct of its business, and such cessation is materially likely to may result in a Material Adverse Change with respect to the Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer Administrator or the SubservicerDepositor.

Notice of Material Events. The Seller, the Sponsor, the Servicer, the Subservicer and the Depositor Servicer shall be obligated promptly to inform the Insurer Surety in writing of the occurrence of any of the followingfollowing to the extent any of the following relate to it: (i) the submission of any claim or the initiation or material threat of any legal process, litigation or administrative or judicial investigation, or rule making or disciplinary proceeding by or against the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor Servicer that would likely could result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Seller, the Sponsor, material adverse effect upon the Servicer's ability to perform its respective obligations under the Transaction Documents or have a material adverse effect upon the Surety, the Subservicer or the Depositor or, to the best of their knowledge, the initiation promulgation of any proceeding or the promulgation of any proposed or final rule which would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Seller, the Sponsor, material adverse effect upon the Servicer, 's ability to perform its respective obligations under the Subservicer Transaction Documents or have a material adverse effect upon the DepositorSurety; (ii) any change in (A) the location of the Servicer's principal office offices or any change in the location of the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor, (B) the jurisdiction of organization or (C) its legal name's books and records; (iii) the occurrence of any Default or Event of Default, Potential Termination Event, Termination Event, Potential Amortization Event, Amortization Event, Potential Wind-Down Event, Wind-Down Event, Servicer Event of Default or of any Material Adverse Change event that would result in respect of the Seller, the Sponsor, a material adverse effect upon the Servicer, 's ability to perform its respective obligations under the Subservicer Transaction Documents or have a material adverse effect upon the DepositorSurety; (iv) the commencement of any proceedings by or against the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor Servicer under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been been, or may be, appointed or requested for the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor Servicer or any of their its assets; or (v) the receipt of notice that (A) the Servicer is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Seller'sServicer's business is to be, the Sponsor's, the Servicer's, the Subservicer's or the Depositor's respective businesses are to may be suspended or revoked and such suspension or revocation is materially likely to result in a Material Adverse Change revoked, or (BC) the Seller, the Sponsor, the Servicer or the Subservicer are is to cease and desist any practice, procedure or policy Surety Bond employed by the Seller, the Sponsor, the Servicer or the Subservicer in the conduct of its business, and such cessation is materially likely to may result in a Material Adverse Change with respect material adverse effect upon the Servicer's ability to perform its respective obligations under the Seller, Transaction Documents or have a material adverse effect upon the Sponsor, the Servicer or the SubservicerSurety.

Notice of Material Events. The Seller, the Sponsor, the Servicer, the Subservicer Originator and the Depositor shall be obligated promptly to inform the Insurer in writing of the occurrence of any of the following: (i) the submission of any claim or the initiation or material threat of any legal process, litigation or administrative or judicial investigation, or rule making or disciplinary proceeding by or against the SellerSponsor, the Servicer, the Originator or the Depositor that (A) would be required to be disclosed to the Commission or the Sponsor's, the Servicer's and the Originator's shareholders or (B) could result in a Material Adverse Change with respect to the Sponsor, the Servicer, the Subservicer Originator or the Depositor Depositor, or in the event that would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Seller, the Sponsor, the Servicer, the Subservicer Originator, or the Depositor or, to the best of their knowledgehas actual knowledge thereof, the initiation promulgation of any proceeding or the promulgation of any proposed or final rule which would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Seller, the Sponsor, the Servicer, the Subservicer Originator and the Depositor or the Depositorany of their respective subsidiaries; (ii) any change in (A) the location of the principal office jurisdiction of the Seller, formation of the Sponsor, the Servicer, the Subservicer Originator or the Depositor, (B) the jurisdiction Depositor or any of organization or (C) its legal nametheir respective subsidiaries; (iii) the occurrence of any Default or Event of Default or any Material Adverse Change in respect of the Seller, the Sponsor, the Servicer, the Subservicer Originator or the Depositor; (iv) the commencement of any proceedings by or against the Seller, the Sponsor, the Servicer, the Subservicer Originator or the Depositor under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been been, or may be, appointed or requested for the Seller, the Sponsor, the Servicer, the Subservicer Originator or the Depositor or any of their respective assets; or (v) the receipt of notice that (A) the Sponsor, the Servicer, the Originator or the Depositor is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Seller's, the Sponsor's, the Servicer's, the SubservicerOriginator's or the Depositor's respective businesses are business is to be be, or may be, suspended or revoked and such suspension or revocation is materially likely to result in a Material Adverse Change or (BC) the Seller, the Sponsor, the Servicer Servicer, the Originator or the Subservicer are Depositor is to cease and desist any practice, procedure or policy employed by the Seller, the Sponsor, the Servicer Servicer, the Originator or the Subservicer Depositor in the conduct of its their respective business, and such suspension, revocation or cessation is materially likely may reasonably be expected to result in a Material Adverse Change with respect to the Seller, the Sponsor, the Servicer Servicer, the Originator or the SubservicerDepositor.

Notice of Material Events. The Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer, the Subservicer Administrator and the Depositor shall be obligated (which obligation shall be satisfied as to each if performed by the Issuer, the Master Servicer, the Seller, the Administrator or the Depositor) promptly to inform the Insurer in writing of the occurrence of any of the followingfollowing to the extent any of the following relate to it: (i) the submission of any claim or the initiation or material threat of any legal process, litigation or administrative or judicial investigation, investigation or rule making or disciplinary proceeding by or against the Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer, the Subservicer Administrator or the Depositor that would likely (A) could reasonably be expected to be required to be disclosed to the Commission or (B) could reasonably be expected to result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer, the Subservicer Administrator or the Depositor orDepositor, to or the best of their knowledge, the initiation promulgation of any proceeding or the promulgation of any proposed or final rule which would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer, the Subservicer Administrator or the Depositor; (ii) the submission of any claim or the initiation or threat of any legal process, litigation or administrative or judicial investigation in any federal, state or local court or before any arbitration board, or any such proceeding threatened by any government agency, which, would have a material adverse effect on the Issuer, the Owners or the Insurer; (iii) any change in (A) the location of the principal office of Issuer’s, the Master Servicer’s, the Seller’s, the Sponsor, the Servicer, the Subservicer Administrator’s or the Depositor’s principal office or any change in the location of the Issuer’s, (B) the jurisdiction of organization Master Servicer’s, the Seller’s, the Administrator’s or (C) its legal namethe Depositor’s books and records; (iiiiv) the occurrence of any Default or Event of Default or of any Material Adverse Change in respect of the Seller, the Sponsor, the Servicer, the Subservicer or the DepositorChange; (ivv) the commencement of any proceedings by or against the Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer, the Subservicer Administrator or the Depositor under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been been, or may be, appointed or requested for the Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer, the Subservicer Administrator or the Depositor or any of its or their assets; or (vvi) the receipt of notice that (A) the Issuer, the Master Servicer, the Seller or the Administrator is being placed under additional regulatory supervision, and such additional regulatory supervision may result in a Material Adverse Change with respect to the Issuer, the Master Servicer, the Seller or the Administrator, (B) the Depositor is being placed under regulatory supervision, (C) any license, permit, charter, registration or approval necessary material for the conduct of the Seller'sIssuer, the Sponsor'sMaster Servicer’s, the Servicer'sSeller’s, the Subservicer's Administrator’s or the Depositor's respective businesses are ’s business is to be or may be suspended or revoked and such suspension or revocation is materially likely to result in a Material Adverse Change revoked, or (BD) the Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer Administrator or the Subservicer are Depositor is to cease and desist any practice, procedure or policy employed by the Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer Administrator or the Subservicer Depositor in the conduct of its business, and such cessation is materially likely to may result in a Material Adverse Change with respect to the Issuer, the Master Servicer, the Seller, the Sponsor, the Servicer Administrator or the SubservicerDepositor.

Notice of Material Events. The Seller, the SponsorAmeriCredit, the Servicer, the Subservicer Sellers, the Custodian and the Depositor Debtor shall be obligated (which obligation shall be satisfied as to each if performed by AmeriCredit, the Servicer, the Sellers, the Custodian or the Debtor) promptly to inform the Insurer in writing of the occurrence of any of the followingfollowing to the extent any of the following relate to it: (i) the submission of any claim or the initiation or material threat of any legal process, litigation or administrative or judicial investigation, investigation or rule making or disciplinary proceeding in any federal, state or local court or before any arbitration board, or any such proceeding threatened by or against any government agency, that has a reasonable likelihood of being adversely determined and (A) if so determined, could have a material adverse effect on the SellerDebtor, the SponsorOwner or the Insurer, (B) would be required to be disclosed to the Commission or to AmeriCredit’s, the Servicer’s, a Seller’s, the Subservicer Custodian’s or the Depositor that would likely Debtor’s shareholders and could result in a Material Adverse Change of the type described in clause or (iiC) of the definition hereof with respect to the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor or, to the best of their knowledge, the initiation of any proceeding or the promulgation of any proposed or final rule which would likely result in a Material Adverse Change of the type described in clause (ii) of the definition hereof with respect to the Seller, the SponsorAmeriCredit, the Servicer, the Subservicer Custodian, the Sellers or the DepositorDebtor; (ii) any change in (A) the location of the principal office of the Seller, the SponsorAmeriCredit’s, the Servicer’s, the Subservicer Custodian’s, a Seller’s or the DepositorDebtor’s principal office or any change in the location of AmeriCredit’s, (B) the jurisdiction of organization Servicer’s, the Custodian’s, a Seller’s or (C) its legal namethe Debtor’s books and records; (iii) the occurrence of any Default or Event of Default or of any Material Adverse Change in respect of the Seller, the Sponsor, the Servicer, the Subservicer or the DepositorChange; (iv) the commencement of any proceedings by or against the Seller, the SponsorAmeriCredit, the Servicer, the Subservicer Custodian, a Seller or the Depositor Debtor under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been been, or may be, appointed or requested for the Seller, the SponsorAmeriCredit, the Servicer, the Subservicer Custodian, a Seller or the Depositor Debtor or any of its or their assets; or (v) the receipt of notice that (A) AmeriCredit, the Servicer, the Custodian, either Seller or the Debtor is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of the Seller's, the Sponsor'sAmeriCredit’s, the Servicer's’s, a Seller’s, the Subservicer's Custodian’s or the Depositor's respective businesses are Debtor’s business is to be or may be suspended or revoked and such suspension or revocation is materially likely to result in a Material Adverse Change revoked, or (BC) the SellerAmeriCredit, the SponsorServicer, the Servicer Sellers, the Custodian or the Subservicer are Debtor is to cease and desist any practice, procedure or policy employed by the SellerAmeriCredit, the SponsorServicer, the Servicer Sellers, the Custodian or the Subservicer Debtor in the conduct of its business, and which, in any such cessation is materially likely to case, may result in a Material Adverse Change with respect to the SellerAmeriCredit, the SponsorServicer, the Servicer Custodian, the Sellers or the SubservicerDebtor or would have a material adverse effect on the Owner or the Insurer.