to the extent not otherwise included above, all Collateral Records, Collateral Support, and Supporting Obligations relating to any of the foregoing; and

Material Agreements. All Material Agreements to which Grantor is a party are set forth on [Schedule 3.10]. True and correct copies of all such Material Agreements have been furnished to Secured Party. Each Material Agreement is in full force and effect; there have been no amendments, modifications, or supplements to any Material Agreement of which Secured Party has not been advised in writing; and no default has occurred and is continuing under any Material Agreement, except as disclosed on [Schedule 3.10]. Except as disclosed on [Schedule 11.8] to the Loan Agreement, no Material Agreement prohibits assignment or requires consent of or notice to any person in connection with the assignment to Secured Party hereunder, except such as has been given or made.

Material Contracts. Perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time requested by the Administrative Agent and, upon request of the Administrative Agent, make to each other party to each such Material Contract such demands and requests for information and reports or for action as any Loan Party or any of its Subsidiaries is entitled to make under such Material Contract, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Material Breach. Either Party may terminate this Agreement for the material breach of this Agreement by the other Party, if such breach remains uncured ​ following written notice from the non-breaching Party to the breaching Party specifying such breach and specifically referencing this [Section 9.2] (Material Breach), subject to Section 10.2 (Dispute Resolution).

Material Contracts. Set forth on [Schedule 8.1.27] is a complete and accurate list as of the Closing Date of all Material Contracts of each Obligor, showing the parties and subject matter thereof and amendments and modifications thereto. Each such Material Contract is in full force and effect and is binding upon and enforceable against each Obligor that is a party thereto and, to the actual knowledge of such Obligor, all other parties thereto in accordance with its terms, except, in each case, as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general principles of equity.

Material Contracts. [Schedule 5.26] hereto sets forth all Material Contracts of Loan Parties as of the Closing Date. All Material Contracts are in full force and effect and no material defaults currently exist thereunder. No Loan Party has # received any notice of termination or non-renewal of any Material Contract, or # exercised any option to terminate or not to renew any Material Contract.

Material Occurrences. Immediately notify Agent (and with respect to clause (h) below, in any event within five (5) Business Days) in writing upon the occurrence of: # any Event of Default or Default hereunder or any Domestic Event of Default or Domestic Default under the Domestic Credit Agreement; # any event of default under the agreements evidencing and/or governing the Permitted DNI Subordinated Loans; # any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the agreements evidencing and/or governing the Permitted DNI Subordinated Loans; # any event, development or circumstance whereby any financial statements or other reports delivered to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company as of the date of such statements; # any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Company or any member of the Controlled Group to a tax imposed by Section 4971 of the Code; # each and every default by any Company which might result in the acceleration of the maturity of any Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; # any Loan Party, at any time, learning that the representation set forth in Section 5.29 or 5.30 was erroneous when made or has become erroneous by reason of changed circumstances, and # any other development in the business or affairs of any Loan Party, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies propose to take with respect thereto.

(i) Enter into any amendment, supplement, waiver, consent or other modification to either Management Agreement, except if such modification # could not reasonably be expected to adversely affect the Collateral Party’s or Lenders’ rights thereunder or under any Loan Document, # would not cause the Revolver Usage to exceed the Borrowing Base and # would not cause any Bulk Purchase InventoryCo Equipment to fail to comply with the “Five Percent Safe Harbor” (within the meaning of IRS Notice 2018-59) for beginning construction of “energy property” described in Section 48 of the Code for purposes of the ITC; # terminate either Management Agreement, other than in a case where Full Payment has occurred; or # assign or consent to the assignment of the Management Agreement other than to a Collateral Party or Agent, in each such case, without the consent of the Required Lenders.

Except for the agreements set forth on [Schedule 5.21] (collectively the “Material Contracts”, as such schedule may from time to time be updated by Administrative Loan Party providing written notice to Agent of any new contracts, so long as Loan Parties have taken (or caused to be taken) all steps required by Agent with respect thereto), as of the Closing Date there are no xxxiii) employment agreements covering the management of any Loan Party or any Subsidiary, xxxiv) collective bargaining agreements or other labor agreements covering any employees of any Loan Party or any Subsidiary, xxxv) agreements for managerial, consulting or similar services to which any Loan Party or any Subsidiary is a party or by which it is bound, the breach, nonperformance or cancellation of which, would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, xxxvi) agreements regarding any Loan Party or any Subsidiary, its assets or operations or any investment therein to which any of its equity holders is a party, xxxvii) patent licenses, trademark licenses, copyright licenses or other lease or license agreements to which any Loan Party or any Subsidiary is a party, either as lessor or lessee, or as licensor or licensee, xxxviii) distribution, marketing or supply agreements to which any Loan Party or any Subsidiary is a party, the breach, nonperformance or cancellation of which, would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect,

Promptly (but in any event within five (5) Business Days thereafter) notify Agent in writing upon the occurrence of lxvi) any Event of Default or Default; lxvii) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party or any Subsidiary of any Loan Party as of the date of such statements; lxviii) any accumulated retirement plan funding deficiency which, if such deficiency continued for two (2) plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party or any Subsidiary of any Loan Party to a tax imposed by Section 4971 of the Code; lxix) each and every default by any Loan Party or any Subsidiary of any Loan Party which might result in the acceleration of the maturity of any Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and lxx) any other development in the business or affairs of any Loan Party or any Subsidiary of any Loan Party which could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; in each case describing the nature thereof and the action Loan Parties or such Subsidiaries propose to take with respect thereto.