Common use of Notice of Material Events Clause in Contracts

Notice of Material Events. Each COAF Company shall be obligated (which obligation shall be satisfied as to each if performed by any of them) promptly to inform the Note Insurer in writing of the occurrence of any of the following to the extent any of the following relate to it: (i) the submission of any claim or the initiation of any legal process, litigation or administrative or judicial investigation, or rule-making or disciplinary proceeding by or against any COAF Company that (A) could be required to be disclosed to the Commission or to any COAF Company’s shareholders or (B) is deemed reasonably likely to result in a Material Adverse Change with respect to any COAF Company, or to the knowledge of such COAF Company, or the promulgation of any proceeding or any proposed or final rule which would result in a Material Adverse Change with respect to any COAF Company; (ii) any change in the location of any COAF Company’s principal offices, jurisdiction of organization, legal name as indicated on the public records of any COAF Company’s jurisdiction of organization which shows any COAF Company to be organized, or any change in the location of any COAF Company’s books and records; (iii) the occurrence of any Default, Insurance Agreement Event of Default, Event of Default under the Indenture; Servicer Termination Event or of any Material Adverse Change; (iv) the commencement of any proceedings by or against any COAF Company 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, or may be, appointed or requested for any COAF Company or any of its assets; or (v) the receipt of notice that (A) any COAF Company is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of any COAF Company’s business is to be, or may be suspended or revoked, or (C) any COAF Company is to cease and desist any practice, procedure or policy employed by any COAF Company in the conduct of its business, and such suspension, revocation or cessation may reasonably be expected to result in a Material Adverse Change with respect to any COAF Company.

Notice of Material Events. Each COAF Company shall be obligated (which obligation shall be satisfied as to each if performed by any of them) promptly to inform the Note Insurer in writing of the occurrence of any of the following to the extent any of the following relate to it: (i) the submission of any claim or the initiation of any legal process, litigation or administrative or judicial investigation, or rule-making or disciplinary proceeding by or against any COAF Company that (A) could be required to be disclosed to the Commission or to any COAF Company’s shareholders or (B) is deemed reasonably likely to result in a Material Adverse Change with respect to any COAF Company, or to the knowledge of such COAF Company, or the promulgation of any proceeding or any proposed or final rule which would result in a Material Adverse Change with respect to any COAF Company; (ii) any change in the location of any COAF Company’s principal offices, jurisdiction of organization, legal name as indicated on the public records of any COAF Company’s jurisdiction of organization which shows any COAF Company to be organized, or any change in the location of any COAF Company’s books and records; (iii) the occurrence of any Default, Insurance Agreement Event of Default, Event of Default under the Indenture; , Servicer Termination Event or of any Material Adverse Change; (iv) the commencement of any proceedings by or against any COAF Company 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, or may be, appointed or requested for any COAF Company or any of its assets; or (v) the receipt of notice that (A) any COAF Company is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of any COAF Company’s business is to be, or may be suspended or revoked, or (C) any COAF Company is to cease and desist any practice, procedure or policy employed by any COAF Company in the conduct of its business, and such suspension, revocation or cessation may reasonably be expected to result in a Material Adverse Change with respect to any COAF Company.

Notice of Material Events. Each COAF Company shall be obligated (which obligation shall be satisfied as to each if performed by any of them) promptly to inform the Note Insurer in writing of the occurrence of any of the following to the extent any of the following relate to it: (i) the submission of any claim or the initiation of any legal process, litigation or administrative or judicial investigation, or rule-making or disciplinary proceeding by or against any COAF Company that (A) could be required to be disclosed to the Commission or to any COAF Company’s shareholders or (B) is deemed reasonably likely to result in a Material Adverse Change with respect to any COAF Company, or to the knowledge of such COAF Company, or the promulgation of any proceeding or any proposed or final rule which would result in a Material Adverse Change with respect to any COAF Company; (ii) any change in the location of any COAF Company’s principal offices, jurisdiction of organization, legal name as indicated on the public records of any COAF Company’s jurisdiction of organization which shows any COAF Company to be organized, or any change in the location of any COAF Company’s books and records; (iii) the occurrence of any Default, Insurance Agreement Event of Default, Event of Default under the Indenture; Servicer Termination Event or of any Material Adverse Change; (iv) the commencement of any proceedings by or against any COAF Company 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, or may be, appointed or requested for any COAF Company or any of its assets; or (v) the receipt of notice that (A) any COAF Company is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of any COAF Company’s business is to be, or may be suspended or revoked, or (C) any COAF Company is to cease and desist any practice, procedure or policy employed by any COAF Company in the conduct of its business, and such suspension, revocation or cessation may reasonably be expected to result in a Material Adverse Change with respect to any COAF Company.

Notice of Material Events. Each COAF Company The Seller and the Depositor shall be obligated (which obligation shall be satisfied as to each if performed by any of themthe Seller or the Depositor) promptly to inform the Note Certificate Insurer in writing of the occurrence of any of the following to the extent any of the following relate to itfollowing: (i) the submission of any claim or the initiation or threat of any legal process, litigation or administrative or judicial investigation, or rule-rule making or disciplinary proceeding by or against any COAF Company the Seller, the Depositor or the Trust that (A) could would be required to be disclosed to the Commission if the Certificates were publicly registered or to the Seller’s members that relates to the Mortgage Loans, the Transaction or the Seller’s or the Depositor’s ability to perform its obligations under any COAF Company’s shareholders Operative Documents or (B) is deemed reasonably likely to could result in a Material Adverse Change with respect to any COAF CompanyChange, or to the knowledge initiation of such COAF Company, any proceeding or the promulgation of any proceeding or any proposed or final rule which would likely result in a Material Adverse Change with respect to any COAF CompanyChange; (ii) any change in the location organizational jurisdictions of any COAF Company’s principal offices, jurisdiction of organization, legal name as indicated on the public records of any COAF Company’s jurisdiction of organization which shows any COAF Company to be organized, Seller or any change in the location of any COAF Company’s books and recordsDepositor; (iii) the occurrence of any Default, Insurance Agreement Event of Default, Default or Event of Default under the Indenture; Servicer Termination Event or of any Material Adverse ChangeChange with respect to the Seller or the Depositor; (iv) the commencement of any proceedings by or against any COAF Company the 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, or may be, appointed or requested for any COAF Company the Seller, the Depositor or any of its their respective assets; or (v) the receipt of notice that (A) any COAF Company the Seller or the Depositor is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval materially necessary for the conduct of any COAF Companythe Seller’s or the Depositor’s business is to be, or may be be, suspended or revoked, revoked or (C) any COAF Company the Seller or the Depositor is to cease and desist any practice, procedure or policy employed by any COAF Company the Seller or the Depositor in the conduct of its their respective business, and such suspension, revocation or cessation may reasonably be expected to result in a Material Adverse Change with respect to any COAF CompanyChange.

Notice of Material Events. Each COAF Company UACC, the Servicer and the Seller shall be obligated (which obligation shall be satisfied as to each if performed by any of themUACC, the Servicer or the Seller) promptly to inform the Note Insurer in writing of the occurrence of any of the following to the extent any of the following relate to it: (i) the submission of any claim or the initiation or threat of any legal process, litigation or administrative or judicial investigation, investigation or rule-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 COAF Company 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 Owners or the Insurer, (B) would be required to be disclosed to the Commission or to any COAF Companythe UACC’s, the Servicer’s or the Seller’s shareholders or (BC) is deemed reasonably likely to result in a Material Adverse Change with respect to any COAF Company, or to the knowledge of such COAF Company, or the promulgation of any proceeding or any proposed or final rule which would result in a Material Adverse Change with respect to any COAF CompanyUACC, the Servicer or the Seller; (ii) any change in the location of any COAF Companythe Servicer’s or the Seller’s principal offices, jurisdiction of organization, legal name as indicated on the public records of any COAF Company’s jurisdiction of organization which shows any COAF Company to be organized, office or any change in the location of any COAF CompanyServicer’s or the Seller’s books and records; (iii) the occurrence of any Default, Default or Insurance Agreement Event of Default, Event of Default under the Indenture; Servicer Termination Event or of any Material Adverse Change; (iv) the commencement of any proceedings by or against any COAF Company UACC, the Servicer or the 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, or may be, appointed or requested for any COAF Company UACC, the Servicer or the Seller or any of its or their assets; or (v) the receipt of notice that (A) any COAF Company 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 any COAF CompanyUACC’s, the Servicer’s or the Seller’s business is to be, be or may be suspended or revoked, or (C) any COAF Company UACC, the Servicer or the Seller is to cease and desist any practice, procedure or policy employed by any COAF Company UACC, the Servicer or the Seller in the conduct of its business, and which, in any such suspensioncase, revocation or cessation may reasonably be expected to result in a Material Adverse Change with respect to any COAF CompanyUACC, the Servicer or the Seller or would have a material adverse effect on the Owners or the Insurer.

Notice of Material Events. Each COAF Company The Issuer shall be obligated (which obligation shall be satisfied as to each if performed by any of them) promptly to inform the Note Insurer in writing of the occurrence of any of the following to the extent any of the following relate to itit or, if related to a Hertz Company, insofar as such occurrences are actually known to the Issuer: (i) the submission of any claim or the initiation or threat of any legal process, litigation or administrative or judicial investigation, or rule-rule making or disciplinary proceeding by or against any COAF Hertz Company or the Issuer that (A) could be required to be disclosed to the Commission or to any COAF Company’s shareholders or (B) is deemed reasonably likely to would result in a Material Adverse Change with respect to any COAF Company, Hertz Company or to the knowledge of such COAF CompanyIssuer, or the promulgation of any proceeding or any proposed or final rule which would result in a Material Adverse Change with respect to any COAF Company;Hertz Company or the Issuer, (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 the location of any COAF Hertz Company’s or the Issuer’s principal offices, jurisdiction of organization, legal name as indicated on the public records of any COAF Company’s jurisdiction of organization which shows any COAF Company to be organized, offices or any change in the location of any COAF Hertz Company’s or the Issuer’s books and records; (iiiiv) the issuance of a new series of notes pursuant to the Base Indenture; (v) the replacement, resignation or removal (or proposed replacement, resignation or removal) of the Trustee or the Collateral Agent; (vi) any act, situation or occurrence as to which the Rating Agency Condition is sought or required to be satisfied by the Issuer with respect to the Notes; (vii) the occurrence of any Default, Insurance Agreement Event of Default, Default or Event of Default under the Indenture; Servicer Termination Event or of any Material Adverse ChangeChange with respect to any Hertz Company; (ivviii) the commencement of any proceedings by or against any COAF Hertz Company or the 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, or may be, been appointed or requested for any COAF Hertz Company or the Issuer or any of their or its assets; or; (vix) the receipt of notice that (A) any COAF Hertz Company or the Issuer is being placed under regulatory supervision, (B) any material license, permit, charter, registration or approval necessary for the conduct of any COAF Hertz Company’s or the Issuer’s business is to be, or may be suspended or revoked, or (C) any COAF Hertz Company or the Issuer is required by any governmental authority to cease and desist any practice, procedure or policy employed by any COAF such Hertz Company or the Issuer in the conduct of its business, and such suspension, revocation or cessation may reasonably be expected to would result in a Material Adverse Change with respect to any COAF Companysuch Hertz Company or the Issuer; or (x) the occurrence of an event that results in amounts due under Hertz’s Senior Credit Facilities becoming immediately due and payable whether or not the event that been waived by the lenders under such facilities.

Notice of Material Events. Each COAF Company EOI, each Affiliated Seller and the Depositor shall be obligated (which obligation shall be satisfied as to each if performed by any of themEOI or the Depositor) promptly to inform the Note Insurer in writing of the occurrence of any of the following to the extent any of the following relate to itfollowing: (i) the submission of any claim or the initiation or threat of any legal process, litigation or administrative or judicial investigation, or rule-rule making or disciplinary proceeding by or against EOI, any COAF Company Affiliated Seller or the Depositor that (A) could would be required to be disclosed to the Commission or to any COAF Company’s EOI's shareholders or (B) is deemed reasonably likely to could result in a Material Adverse Change with respect to EOI, any COAF CompanyAffiliated or the Depositor, or to the best of the knowledge of such COAF CompanyEOI or the Depositor, or the promulgation of any proceeding or any proposed or final rule which which, would likely result in a Material Adverse Change with respect to EOI, any COAF CompanyAffiliated Seller or the Depositor or any of their respective subsidiaries; (ii) any change in the location of any COAF Company’s the principal offices, jurisdiction office of organization, legal name as indicated on EOI or the public records of any COAF Company’s jurisdiction of organization which shows any COAF Company to be organized, Depositor or any change in the location of any COAF Company’s books and recordstheir respective subsidiaries; (iii) the occurrence of any Default, Insurance Agreement Event of Default, Default or Event of Default under the Indenture; Servicer Termination Event or of any Material Adverse ChangeChange in respect of EOI, any Affiliated Seller or the Depositor; (iv) the commencement of any proceedings by or against EOI, any COAF Company 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, or may be, appointed or requested for EOI, any COAF Company Affiliated Seller or the Depositor or any of its their respective assets; or (v) the receipt of notice that (A) EOI, any COAF Company Affiliated Seller or the Depositor is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of EOI's, any COAF Company’s Affiliated Seller's or the Depositor's business is to be, or may be be, suspended or revoked, revoked or (C) EOI, any COAF Company Affiliated Seller or the Depositor is to cease and desist any practice, procedure or policy employed by EOI, any COAF Company Affiliated Seller or the Depositor in the conduct of its their respective business, and such suspension, revocation or cessation may reasonably be expected to result in a Material Adverse Change with respect to EOI, any COAF CompanyAffiliated Seller or the Depositor.

Notice of Material Events. Each COAF Company The Issuer shall be obligated (which obligation shall be satisfied as to each if performed by promptly and, in any of them) promptly to event, within five Business Days after the occurrence thereof, inform the Note Insurer Trustee, the Noteholders, the Supervisory Servicer and the Rating Agency in writing of the occurrence of any of the following to the extent any of the following relate to itfollowing: (ia) the submission of any material claim or the initiation 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 Issuer in any COAF Company that (A) could be required to be disclosed to the Commission federal, state or to local court or before any COAF Company’s shareholders governmental body or (B) is deemed reasonably likely to result in a Material Adverse Change with respect to any COAF Companyagency, or to the knowledge of such COAF Companybefore TRUST INDENTURE - Page 21 26 any arbitration board, or the promulgation of any proceeding or any proposed or final rule which which, if adversely determined, would result in a Material Adverse Change material adverse change with respect to any COAF Companythe Issuer; (ii) any change in the location of any COAF Company’s principal offices, jurisdiction of organization, legal name as indicated on the public records of any COAF Company’s jurisdiction of organization which shows any COAF Company to be organized, or any change in the location of any COAF Company’s books and records; (iii) the occurrence of any Default, Insurance Agreement Event of Default, Event of Default under the Indenture; Servicer Termination Event or of any Material Adverse Change; (ive) the commencement of any proceedings by or against any COAF Company the 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, or may be, appointed or requested for any COAF Company the Issuer or any of its assets. (f) any merger, consolidation or sale of substantially all of the assets of PMC, PMCT (except any merger or consolidation between PMC and PMCT or where PMC or PMCT, as applicable, is the surviving entity) or the Issuer, which merger, consolidation or sale of substantially all of the assets' shall be in compliance with Section 5.10(f) hereof; (g) any amendment or other modification of this Indenture, the Servicing Agreement or any of the other Transaction Documents; or (vh) the receipt final payment in full of notice that (A) any COAF Company is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of any COAF Company’s business is to be, or may be suspended or revoked, or (C) any COAF Company is to cease and desist any practice, procedure or policy employed by any COAF Company in the conduct of its business, and such suspension, revocation or cessation may reasonably be expected to result in a Material Adverse Change with respect to any COAF CompanyNotes.

Notice of Material Events. Each COAF Company shall be obligated (which obligation shall be satisfied as to each if performed by any of them) promptly to inform the Note Insurer in writing of the occurrence of any of the following to the extent any of the following relate to it: (i) the submission of any claim or the initiation of any legal process, litigation or administrative or judicial investigation, or rule-making or disciplinary proceeding by or against any COAF Company that (A) could be required to be disclosed to the Commission or to any COAF Company’s shareholders or (B) is deemed reasonably likely to result in a Material Adverse Change with respect to any COAF Company, or to the knowledge of such COAF Company, or the promulgation of any proceeding or any proposed or final rule which would result in a Material Adverse Change with respect to any COAF Company; (ii) any change in the location of any COAF Company’s principal offices, jurisdiction of organization, legal name as indicated on the public records of any COAF Company’s jurisdiction of organization which shows any COAF Company to be organized, or any change in the location of any COAF Company’s books and records; (iii) the occurrence of any Default, Insurance Agreement Event of DefaultDefault hereunder , Event of Default under the Indenture; Servicer Termination Event or of any Material Adverse Change; (iv) the commencement of any proceedings by or against any COAF Company 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, or may be, appointed or requested for any COAF Company or any of its assets; or (v) the receipt of notice that (A) any COAF Company is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of any COAF Company’s business is to be, or may be suspended or revoked, or (C) any COAF Company is to cease and desist any practice, procedure or policy employed by any COAF Company in the conduct of its business, and such suspension, revocation or cessation may reasonably be expected to result in a Material Adverse Change with respect to any COAF Company.

Notice of Material Events. Each COAF Company shall be obligated (which obligation shall be satisfied as to each if performed by any of them) promptly to inform the Note Insurer in writing of the occurrence of any of the following to the extent any of the following relate to it: (i) the submission of any claim or the initiation of any legal process, litigation or administrative or judicial investigation, or rule-making or disciplinary proceeding by or against any COAF Company that (A) could be required to be disclosed to the Commission or to any COAF Company’s shareholders or (B) is deemed reasonably likely to result in a Material Adverse Change with respect to any COAF Company, or to the knowledge of such COAF Company, or the promulgation of any proceeding or any proposed or final rule which would result in a Material Adverse Change with respect to any COAF Company; (ii) any change in the location of any COAF Company’s principal offices, jurisdiction of organization, legal name as indicated on the public records of any COAF Company’s jurisdiction of organization which shows any COAF Company to be organized, or any change in the location of any COAF Company’s books and records; (iii) the occurrence of any Default, Insurance Agreement Event of Default, Event of Default under the Indenture; Servicer Termination Event or of any Material Adverse Change; (iv) the commencement of any proceedings by or against any COAF Company 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, or may be, appointed or requested for any COAF Company or any of its assets; or (v) the receipt of notice that (A) any COAF Company is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of any COAF Company’s business is to be, or may be suspended or revoked, revoked or (C) any COAF Company is to cease and desist any practice, procedure or policy employed by any COAF Company in the conduct of its business, and such suspension, revocation or cessation may reasonably be expected to result in a Material Adverse Change with respect to any COAF Company.

Notice of Material Events. Each COAF Company UACC, the Servicer and the Seller shall be obligated (which obligation shall be satisfied as to each if performed by any of themUACC, the Servicer or the Seller) promptly to inform the Note Insurer in writing of the occurrence of any of the following to the extent any of the following relate to it: (i) the submission of any claim or the initiation or threat of any legal process, litigation or administrative or judicial investigation, investigation or rule-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 any COAF Company 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 Custodian, the Note Owners or the Insurer, (B) would be required to be disclosed to the Commission or to any COAF CompanyUACC’s, the Servicer’s or the Seller’s shareholders or (BC) is deemed reasonably likely to result in a Material Adverse Change with respect to any COAF Company, or to the knowledge of such COAF Company, or the promulgation of any proceeding or any proposed or final rule which would result in a Material Adverse Change with respect to any COAF CompanyUACC, the Servicer or the Seller; (ii) any change in the location of any COAF Companythe Servicer’s or the Seller’s principal offices, jurisdiction of organization, legal name as indicated on the public records of any COAF Company’s jurisdiction of organization which shows any COAF Company to be organized, office or any change in the location of any COAF CompanyServicer’s or the Seller’s books and records; (iii) the occurrence of any Default, Default or Insurance Agreement Event of Default, Event of Default under the Indenture; Servicer Termination Event or of any Material Adverse Change; (iv) the commencement of any proceedings by or against any COAF Company UACC, the Servicer or the 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, or may be, appointed or requested for any COAF Company UACC, the Servicer or the 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) any COAF Company 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 any COAF CompanyUACC’s, the Servicer’s or the Seller’s business is to be, be or may be suspended or revoked, or (C) any COAF Company UACC, the Servicer or the Seller is to cease and desist any practice, procedure or policy employed by any COAF Company UACC, the Servicer or the Seller in the conduct of its business, and which, in any such suspensioncase, revocation or cessation may reasonably be expected to result in a Material Adverse Change with respect to any COAF CompanyUACC, the Servicer or the Seller or would have a material adverse effect on the Owners or the Insurer.

Notice of Material Events. Each COAF Company The Issuer shall be obligated (which obligation shall be satisfied as to each if performed by any of them) promptly to inform the Note Insurer in writing of the occurrence of any of the following to of which the extent any of the following relate to itIssuer has knowledge or notice: (i) the submission of any claim or the initiation of or the specific intent to initiate (but only if the Issuer has knowledge of such specific intent) any legal process, litigation or administrative or judicial investigation, or rule-rule making or disciplinary proceeding by or against any COAF Company the Issuer, MONY Group or MONY Life that (A) could reasonably be required to be disclosed to the Commission or to any COAF Company’s shareholders or (B) is deemed reasonably likely expected to result in a Material Adverse Change with respect to any COAF Company, or to the knowledge of such COAF CompanyEffect, or the promulgation commencement of any proceeding or the formal promulgation or publication of any proposed or final rule which would could reasonably be expected to result in a Material Adverse Change with respect to any COAF CompanyEffect; (ii) any change in the location of the Issuer's, MONY Group's or MONY Life's principal place of business, any COAF Company’s principal offices, jurisdiction of organization, legal name as indicated on change in the public records of any COAF Company’s jurisdiction of organization which shows of any COAF Company to be organizedof the Issuer, MONY Group or MONY Life, any change in the organizational form of any of the Issuer, MONY Group or MONY Life, or any change in the location of any COAF Company’s the Issuer's books and records; (iii) the occurrence of any Default, Insurance Agreement Default or Event of Default, Event of Default under the Indenture; Servicer Termination Event or of any Material Adverse Change; (iv) the commencement of any proceedings by or against any COAF Company the Issuer, MONY Group or MONY Life 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, or may be, appointed or requested for any COAF Company the Issuer, MONY Group or MONY Life or any of its or their assets; or; (v) the receipt of notice that (A) any COAF Company the Issuer, MONY Group or MONY Life is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of any COAF Company’s the Issuer's, MONY Group's or MONY Life's business has been, is to be, be or may could reasonably be expected to be suspended or revokedrevoked which could reasonably be expected to result in a Material Adverse Effect, or (C) any COAF Company the Issuer, MONY Group or MONY Life is to cease and desist any practice, procedure or policy employed by any COAF Company the Issuer, MONY Group or MONY Life in the conduct of its business, and such suspension, revocation or cessation may could reasonably be expected to result in a Material Adverse Change Effect; (vi) the receipt of notice of (A) the assertion by any taxing authority of any lien, charge, claim, order, encumbrance or penalty against the Issuer based upon the Issuer's failure to pay any tax, assessment, charge or fee with respect to the Collateral, or failure to defend any COAF Company.action, if such failure to pay or defend may be reasonably expected to adversely affect the priority or enforceability of the security interest in the Collateral created by the Indenture or (B) that any withholding taxes are to be imposed on the Collateral that the Issuer reasonably determines may not have been taken into account in the initial fair market valuation of such Collateral; or (vii) the incurrence of any Lien or Liability by MONY Life of the type described in Section 2.03(l) hereof. ------------

Notice of Material Events. Each COAF Company IndyMac shall be obligated (which obligation shall be satisfied as to each if performed by any of themIndyMac or the Issuer) promptly to inform the Note Insurer in writing of the occurrence of any of the following to the extent any of the following relate to it: (i) the submission of any claim or the initiation or threat of any legal process, litigation or administrative or judicial investigationinvestigation in any federal, state or rule-local court or before any arbitration board or rule making or disciplinary proceeding by or against any COAF Company IndyMac that (A) could would be required to be disclosed to the Commission or to any COAF CompanyIndyMac’s shareholders or (B) is deemed reasonably likely to could result in a Material Adverse Change with respect to any COAF Company, or to the knowledge of such COAF CompanyIndyMac, or the promulgation of any proceeding or any proposed or final rule which would likely result in a Material Adverse Change with respect to IndyMac or any COAF Companyof its subsidiaries; (ii) any change in the location of any COAF CompanyIndyMac’s principal officesoffice or the principal office of any of its subsidiaries, IndyMac’s jurisdiction of organization, legal name as indicated on the public records of any COAF CompanyIndyMac’s jurisdiction of organization which shows any COAF Company IndyMac to be organized, or any change in the location of any COAF CompanyIndyMac’s books and records; (iii) the occurrence of any Default, Insurance Agreement Event of Default, Default or Event of Default under the Indenture; Servicer Termination Event or of any Material Adverse ChangeChange in respect of IndyMac; (iv) the commencement of any proceedings by or against any COAF Company IndyMac 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, or may be, appointed or requested for any COAF Company IndyMac or any of its assets; or (v) the receipt of notice that (A) any COAF Company IndyMac is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of any COAF CompanyIndyMac’s business is to be, or may be be, suspended or revokedrevoked and such prospective or potential suspension or revocation may reasonably be expected to result in a Material Adverse Change with respect to IndyMac, or (C) any COAF Company IndyMac is to cease and desist any practice, procedure or policy employed by any COAF Company IndyMac in the conduct of its business, and such suspension, revocation or cessation may reasonably be expected to result in a Material Adverse Change with respect to any COAF CompanyIndyMac.

Notice of Material Events. Each COAF The Originator, the Servicer, the Company and the Seller shall be obligated (which obligation shall be satisfied as to each if performed by any of them) promptly to inform the Note Insurer in writing of the occurrence of any of the following to the extent any of the following relate to itfollowing: (i) the submission of any claim or the initiation or threat of any legal process, litigation or administrative or judicial investigation, or rule-rule making or disciplinary proceeding by or against any COAF the Originator, the Servicer, the Company or the Seller that (A) could be required to be disclosed to the Commission or to any COAF Company’s shareholders or (B) is deemed reasonably would likely to result in a Material Adverse Change with respect to any COAF Companythe Originator, the Servicer, the Company or to the knowledge of such COAF CompanySeller, or the promulgation of any proceeding or any proposed or final rule which would likely result in a Material Adverse Change with respect to any COAF Companythe Originator, the Servicer, the Company or the Seller; (ii) any change in the location of any COAF Company’s the principal officesoffice of the Originator, jurisdiction of organizationthe Servicer, legal name as indicated on the public records of any COAF Company’s jurisdiction of organization which shows any COAF Company to be organized, or any change in and the location of any COAF Company’s books and recordsSeller; (iii) the occurrence of any Default, Insurance Agreement Event of Default, Default or Event of Default under involving the Indenture; Servicer Termination Event Originator, the Servicer, the Company or of the Seller or any Material Adverse ChangeChange in respect of the Originator, the Servicer, the Company or the Seller; (iv) the commencement of any proceedings by or against any COAF the Originator, the Servicer, the Company or the 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 Indenture Trustee or similar official shall have been, or may be, appointed or requested for any COAF the Originator, the Servicer, the Company or the Seller or any of its their assets; or (v) the receipt of notice that (A) any COAF Company is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of any COAF the Originator's, the Servicer's, the Company’s 's or the Seller's business is to be, or may be suspended or revoked, revoked or (CB) any COAF the Originator, the Servicer, the Company or the Seller is to cease and desist any practice, procedure or policy employed by any COAF the Originator, the Servicer, the Company or the Seller in the conduct of its business, and but only if such suspension, revocation or cessation may reasonably be expected to result in a Material Adverse Change with respect to any COAF Companythe Originator, the Servicer, the Company or the Seller.

Notice of Material Events. Each COAF Company The Issuer shall be obligated (which obligation shall be satisfied as to each if performed by any of them) promptly to inform the Note Insurer in writing of the occurrence of any of the following to the extent any of the following relate to itfollowing: (i) the submission of any claim or the initiation of any legal process, litigation or administrative or judicial investigation, or rule-making or disciplinary proceeding by or against any COAF Company the Issuer that (A) could be required to be disclosed would likely result in a Material Adverse Change with respect to the Commission Issuer or to the promulgation of any COAF Company’s shareholders proceeding or (B) is deemed any proposed or final ruling in connection with any such litigation, investigation or proceeding which would be reasonably likely to result in a Material Adverse Change with respect to any COAF Company, or to the knowledge of such COAF Company, or the promulgation of any proceeding or any proposed or final rule which would result in a Material Adverse Change with respect to any COAF CompanyIssuer; (ii) not less than thirty (30) days after the date thereof, any change in the name, location of any COAF Company’s the principal officesoffice, jurisdiction of organization, legal name as indicated on organization or organization identification number (if any) of the public records of any COAF Company’s jurisdiction of organization which shows any COAF Company to be organized, or any change in the location of any COAF Company’s books and recordsIssuer; (iii) the occurrence of any Default, Insurance Agreement Event of Default, an Event of Default under hereunder in respect of the Indenture; Servicer Termination Event or of any Material Adverse ChangeIssuer; (iv) upon the Issuer’s knowledge thereof or the date on which the Issuer should have, through the exercise of reasonable care and due diligence, known thereof, the occurrence of any Default hereunder in respect of the Issuer; (v) the commencement of any proceedings by or against any COAF Company the 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, or may be, appointed or requested for any COAF Company such Issuer or any of its assets; or (vvi) the receipt of written notice that (A) any COAF Company is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of any COAF Companythe Issuer’s business is to be, or may be be, suspended or revoked, revoked and such suspension or revocation would be reasonably likely to result in a Material Adverse Change with respect to such Issuer or (CB) any COAF Company the Issuer is to cease and desist any practice, procedure or policy employed by any COAF Company the Issuer in the conduct of its business, and such suspension, revocation or cessation may would be reasonably be expected likely to result in a Material Adverse Change with respect to any COAF Companysuch Issuer.

Notice of Material Events. Each COAF Company The Issuer shall be obligated (which obligation shall be satisfied as to each if performed by any of them) promptly to inform the Note Insurer in writing of the occurrence of any of the following to of which the extent any of the following relate to itIssuer has knowledge or notice: (i) the submission of any claim or the initiation of or the specific intent to initiate (but only if the Issuer has knowledge of such specific intent) any legal process, litigation or administrative or judicial investigation, or rule-rule making or disciplinary proceeding by or against any COAF Company the Issuer, MONY Group or MONY Life that (A) could reasonably be required to be disclosed to the Commission or to any COAF Company’s shareholders or (B) is deemed reasonably likely expected to result in a Material Adverse Change with respect to any COAF Company, or to the knowledge of such COAF CompanyEffect, or the promulgation commencement of any proceeding or the formal promulgation or publication of any proposed or final rule which would could reasonably be expected to result in a Material Adverse Change with respect to any COAF CompanyEffect; (ii) any change in the location of any COAF Companythe Issuer’s, MONY Group’s or MONY Life’s principal officesplace of business, jurisdiction of organization, legal name as indicated on any change in the public records of any COAF Company’s jurisdiction of organization which shows of any COAF Company to be organizedof the Issuer, MONY Group or MONY Life, any change in the organizational form of any of the Issuer, MONY Group or MONY Life, or any change in the location of any COAF Companythe Issuer’s books and records; (iii) the occurrence of any Default, Insurance Agreement Default or Event of Default, Event of Default under the Indenture; Servicer Termination Event or of any Material Adverse Change; (iv) the commencement of any proceedings by or against any COAF Company the Issuer, MONY Group or MONY Life under any applicable bankruptcy, reorganization, Table of Contents 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, or may be, appointed or requested for any COAF Company the Issuer, MONY Group or MONY Life or any of its or their assets; or; (v) the receipt of notice that (A) any COAF Company the Issuer, MONY Group or MONY Life is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of any COAF Companythe Issuer’s, MONY Group’s or MONY Life’s business has been, is to be, be or may could reasonably be expected to be suspended or revokedrevoked which could reasonably be expected to result in a Material Adverse Effect, or (C) any COAF Company the Issuer, MONY Group or MONY Life is to cease and desist any practice, procedure or policy employed by any COAF Company the Issuer, MONY Group or MONY Life in the conduct of its business, and such suspension, revocation or cessation may could reasonably be expected to result in a Material Adverse Change Effect; (vi) the receipt of notice of (A) the assertion by any taxing authority of any lien, charge, claim, order, encumbrance or penalty against the Issuer based upon the Issuer’s failure to pay any tax, assessment, charge or fee with respect to the Collateral, or failure to defend any COAF Companyaction, if such failure to pay or defend may be reasonably expected to adversely affect the priority or enforceability of the security interest in the Collateral created by the Indenture or (B) that any withholding taxes are to be imposed on the Collateral that the Issuer reasonably determines may not have been taken into account in the initial fair market valuation of such Collateral; or (vii) the incurrence of any Lien or Liability by MONY Life of the type described in Section 2.03(l) hereof.

Notice of Material Events. Each COAF Company shall be obligated (which obligation shall be satisfied as to each if performed by any of them) promptly to inform the Note Insurer in writing of the occurrence of any of the following to the extent any of the following relate to it: (i) the submission of any claim or the initiation or threat of any legal process, litigation or administrative or judicial investigation, or rule-making or disciplinary proceeding by or against any COAF Company that (A) could be required to be disclosed to the Commission or to any COAF Company’s 's shareholders or (B) is deemed reasonably likely to could result in a Material Adverse Change with respect to any COAF Company, or to the knowledge of such COAF Company, or the promulgation of any proceeding or any proposed or final rule which would result in a Material Adverse Change with respect to any COAF Company; (ii) any change in the location of any COAF Company’s 's principal offices, jurisdiction of organization, legal name as indicated on the public records of any COAF Company’s 's jurisdiction of organization which shows any COAF Company to be organized, or any change in the location of any COAF Company’s 's books and records; (iii) the occurrence of any Default, Insurance Agreement Event of Default, Default or Event of Default under the Indenture; Servicer Termination Event or of any Material Adverse Change; (iv) the commencement of any proceedings by or against any COAF Company 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, or may be, appointed or requested for any COAF Company or any of its assets; or (v) the receipt of notice that (A) any COAF Company is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of any COAF Company’s 's business is to be, or may be suspended or revoked, or (C) any COAF Company is to cease and desist any practice, procedure or policy employed by any COAF Company in the conduct of its business, and such suspension, revocation or cessation may reasonably be expected to result in a Material Adverse Change with respect to any COAF Company.