Common use of Delivery of Notices Clause in Contracts

Delivery of Notices. Each Seller shall promptly notify Buyer of the occurrence of any of the following of which such Seller has Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation Breach; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Asset, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material default under or related to a Purchased Asset, any Purchased Asset Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim Servicer under the Servicing Agreement; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor or any Specified Affiliate and any downgrade in or withdrawal of such rating once established; (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor or any Specified Affiliate, Purchased Asset, Pledged Collateral or underlying Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REIT.

Delivery of Notices. Each Seller shall promptly notify Buyer of the occurrence of if, to Seller’s Knowledge in its commercially reasonable judgment, any of the following of which such Seller has Knowledgeevents have occurred, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation BreachBreach or any representation or warranty or MTM Representation being untrue or incorrect in any respect; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material default under or related to a Purchased Asset, any Purchased Asset Mortgage Loan Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim any Servicer under the any Servicing AgreementAgreement with respect to any Purchased Asset; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor or any Specified Affiliate of Seller or Guarantor, and any downgrade in or withdrawal of such rating once established; (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor or any Specified AffiliateAffiliate of Seller or Guarantor, Purchased Asset, Pledged Collateral or underlying Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Mortgage Loan Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect;; and (g) any change fact or circumstance not specified in ACRC an Approved Representation Exception that could reasonably lead Seller to expect that any Purchased Asset will not be paid in full. Notwithstanding the foregoing, Seller shall be deemed to have breached the covenant set forth in this Section 8.07 if any failure of Seller to have Knowledge of any related circumstance or event results from the bad faith or willful misconduct of any employee of Seller’s status as either a domestic partnership , Guarantor or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REITManager.

Delivery of Notices. Each Such Seller shall promptly immediately notify Buyer of the occurrence of any of the following of which such Seller has Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation Breach; (b) any of the following: (i) with respect to any Purchased Underlying Asset or related underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any such Seller: violation of Requirements of Law, material decline in the value of a such Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of (i) any Default, Default or Event of Default under any Repurchase Document, or (ii) the existence of any material default under or related to a Purchased Asset, any Purchased Asset Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any SellerSeller or any Underlying Series Trust; (d) the resignation occurrence of a material breach or termination of Interim Servicer other material default under the Servicing any Structural Agreement; (e) the resignation or termination of any Servicer or Asset Manager under the Servicing Agreements or Asset Management Agreement, respectively, with respect to any Underlying Asset; (f) the establishment of a rating by any Rating Agency applicable to such Seller, any SellerServicer, Guarantor or any Specified Affiliate of thereof and any downgrade in or withdrawal of such rating once established; (fg) promptly upon Knowledge thereof, notice of any change in Guarantor’s status as a REIT; (1) any Reportable Event or failure to meet the minimum funding standard of Section 412 of the Code or Sections 302 or 303 of ERISA, including the failure to make on or before its due date a required installment under Section 430(j) of the Code or Section 303(j) of ERISA, or any request for a waiver under Section 412(c) of the Code for any Plan; a notice of intent to terminate any Plan or any action taken by such Seller, Guarantor or an ERISA Affiliate to terminate any Plan or the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan; the complete or partial withdrawal from a Multiemployer Plan by such Seller, Guarantor or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by such Seller, Guarantor or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA or the institution of a proceeding by a fiduciary of any Multiemployer Plan against such Seller, Guarantor or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part; and (i) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any such Seller, Guarantor or any Specified AffiliateAffiliate thereof, Purchased Asset, Pledged Collateral any Underlying Asset or underlying Mortgaged Property (excluding routine foreclosure or bankruptcy actions relating to such Mortgaged Property, ) (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REIT.

Delivery of Notices. Each Seller shall promptly shall, within two (2) Business Days, notify Buyer of the occurrence of any of the following of which such Seller has Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation BreachBreach other than an Approved Representation Exception; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Underlying Mortgaged Property: material change in Market ValueValue (as determined in Seller’s reasonable judgment), material loss or damage, material licensing or permit issuesviolations or, material violation to Seller’s, Xxxxxxx’s, Originator’s or Guarantor’s Actual Knowledge, potential violations of any Requirements of Law, or, to Seller’s, Pledgor’s, Originator’s or Guarantor’s Knowledge, any discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material default under or related to a Purchased Asset, any Purchased Asset Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim any Servicer (other than Buyer or an Affiliate of Buyer) under the any Servicing AgreementAgreement with respect to any Purchased Asset; (e) the establishment of a public rating by any Rating Agency applicable to any Seller, Guarantor Pledgor, Originator or any Specified Affiliate Guarantor, and any downgrade in or withdrawal of such rating once established; (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority Authority, or any material suit or claim relating to any federal or other material Taxes, whether pending or, to the Knowledge of Seller, Guarantor, Sub-Advisor or any Relevant Company, threatened by any Governmental Authority, that (i) affects any Seller, Guarantor or Guarantor, Sub-Advisor any Specified AffiliateRelevant Company, any Purchased Asset, the Pledged Collateral or underlying any Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any for each change in ACRC Seller’s status as either a domestic partnership or a disregarded entity the Book Value of a domestic corporation, any Purchased Asset (but not more frequently than once in each case for U.S. federal income tax purposescalendar month), the amount of each such change, which notice shall also indicate the percentage of each such change (if any) caused by a change in credit spreads; orand (h) any each change in Guarantor’s status as a REITthe location of its principal place of business and chief executive office, from the location referred to in Section 7.17.

Delivery of Notices. Each Seller shall promptly notify Buyer of the occurrence of any of the following of which such Seller has KnowledgeKnowledge within one (1) Business Day of the occurrence thereof, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation Breach; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material default under or related to a Purchased Asset, any Purchased Asset Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim any Servicer under the any Servicing AgreementAgreement with respect to any Purchased Asset; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor Seller or any Specified Affiliate of its Affiliates and any downgrade in or withdrawal of such rating once established;; and (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor Seller or any Specified Affiliateof its Affiliates, or any Purchased Asset, Pledged Collateral or underlying Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REIT.

Delivery of Notices. Each Seller shall promptly (and in no event later than one (1) Business Day from the date that Seller has Knowledge of each such occurrence) notify Buyer and any other Affiliated Hedge Counterparty of the occurrence of any of the following of which such Seller has Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation Breach; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material default under or related to a Purchased Asset, any Purchased Asset Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim any Servicer under pursuant to the related Servicing Agreement; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor Guarantor, Manager or any Specified Affiliate Intermediate Starwood Entity, and any downgrade in or withdrawal of such rating once established; (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor or Guarantor, any Specified Affiliate, Purchased Asset, Pledged Collateral or underlying any Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity loss of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REIT; and (h) if (i) any CMBS Purchased Asset is presented for consideration as part of any securitization, (ii) Seller withdraws any such presentation or (iii) Seller receives written notice that, for any reason, any such CMBS Purchased Asset has been rejected or not accepted for such securitization.

Delivery of Notices. Each Seller shall promptly shall, within two (2) Business Days, notify Buyer of the occurrence of any of the following of which such Seller has Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation BreachBreach other than an Approved Representation Exception; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Underlying Mortgaged Property: material change in Market ValueValue (as determined in Seller’s reasonable judgment), material loss or damage, material licensing or permit issuesviolations or, material violation to Seller’s, Pledgor’s, Originator’s or Guarantor’s Actual Knowledge, potential violations of any Requirements of Law, or, to Seller’s, Pledgor’s, Originator’s or Guarantor’s Knowledge, any discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material default under or related to a Purchased Asset, any Purchased Asset Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim any Servicer (other than Buyer or an Affiliate of Buyer) under the any Servicing AgreementAgreement with respect to any Purchased Asset; (e) the establishment of a public rating by any Rating Agency applicable to any Seller, Guarantor Pledgor, Originator or any Specified Affiliate Guarantor, and any downgrade in or withdrawal of such rating once established; (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority Authority, or any material suit or claim relating to any federal or other material Taxes, whether pending or, to the Knowledge of Seller, Guarantor, Sub-Advisor or any Relevant Company, threatened by any Governmental Authority, that (i) affects any Seller, Guarantor or Guarantor, Sub-Advisor any Specified AffiliateRelevant Company, any Purchased Asset, the Pledged Collateral or underlying any Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any for each change in ACRC Seller’s status as either a domestic partnership or a disregarded entity the Book Value of a domestic corporation, any Purchased Asset (but not more frequently than once in each case for U.S. federal income tax purposescalendar month), the amount of each such change, which notice shall also indicate the percentage of each such change (if any) caused by a change in credit spreads; orand (h) any each change in Guarantor’s status as a REITthe location of its principal place of business and chief executive office, from the location referred to in Section 7.17.

Delivery of Notices. Each Seller shall promptly promptly, but in any event within one (1) Business Day, notify Buyer of the occurrence of any of the following of which such Seller has Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation Breach; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Mortgaged Property: material change in Market Valuemarket value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material default under or related to a Purchased Asset, any Purchased Asset Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim any Servicer under the any Servicing AgreementAgreement with respect to any Purchased Asset; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor or any Specified Affiliate and any downgrade in or withdrawal of such rating once established;; and (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any SellerSeller Party, Guarantor or any Specified Affiliate, Purchased Asset, Pledged Collateral or underlying any Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REIT.

Delivery of Notices. Each Seller shall promptly (and in no event later than one (1) Business Day from the date that Seller has Knowledge of each such occurrence) notify Buyer and any other Affiliated Hedge Counterparty of the occurrence of any of the following of which such Seller has Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation Breach; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material default under or related to a Purchased Asset, any Purchased Asset Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim Sub-Servicer under the Servicing and Sub-Servicing Agreement; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor Guarantor, Manager or any Specified Affiliate Intermediate Starwood Entity, and any downgrade in or withdrawal of such rating once established; (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor or Guarantor, any Specified Affiliate, Purchased Asset, Pledged Collateral or underlying any Underlying Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity loss of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REIT; and (h) if (i) any CMBS Purchased Asset is presented for consideration as part of any securitization, (ii) Seller withdraws any such presentation or (iii) Seller receives written notice that, for any reason, any such CMBS Purchased Asset has been rejected or not accepted for such securitization.

Delivery of Notices. Each Seller shall promptly (and in no event later than one (1) Business Day from the date that Seller has Knowledge of each such occurrence) notify Buyer and any other Affiliated Hedge Counterparty of the occurrence of any of the following of which such Seller has Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation Breach; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material default under or related to a Purchased Asset, any Purchased Asset Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim Sub-Servicer under the Servicing and Sub-Servicing Agreement or of any other Servicer pursuant to the related Servicing Agreement; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor Guarantor, Manager or any Specified Affiliate Intermediate Starwood Entity, and any downgrade in or withdrawal of such rating once established; (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor or Guarantor, any Specified Affiliate, Purchased Asset, Pledged Collateral or underlying any Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity loss of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REIT; and (h) if (i) any CMBS Purchased Asset is presented for consideration as part of any securitization, (ii) Seller withdraws any such presentation or (iii) Seller receives written notice that, for any reason, any such CMBS Purchased Asset has been rejected or not accepted for such securitization.

Delivery of Notices. Each Seller shall promptly notify Buyer Agent of the occurrence of any of the following of which such Seller has Actual Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation Breach; (b) any of the following: (i) with respect to any the Purchased Asset or related underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default under the Purchased Asset or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance circumstance, in each case, that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material default Material Default under or related to a the Purchased Asset, any Purchased Asset Document, any Indebtedness, any Guarantee Obligation or any Contractual Obligation of any Seller;; or (d) the resignation or termination of Interim Servicer under the Servicing Agreement; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor or any Specified Affiliate and any downgrade in or withdrawal of such rating once established; (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor or any Specified AffiliateGuarantor, the Purchased Asset, any Mortgaged Property or the Pledged Collateral or underlying Mortgaged PropertyCollateral, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REIT.

Delivery of Notices. Each Seller shall promptly notify Buyer within three (3) Business Days of the occurrence of any of the following of which such Seller has Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation Breach; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances that that, with respect to each of the foregoing, could reasonably be expected to result in a an event of default (beyond applicable notice and cure periods under the related Purchased Asset Documents) or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to Seller, any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that that, with respect to each of the foregoing, could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material default beyond applicable notice and cure periods under or related to a any Purchased Asset, any Purchased Asset Document, or any Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim any Servicer under the any Servicing AgreementAgreement with respect to any Purchased Asset; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor or any Specified Affiliate Seller Party and any downgrade in or withdrawal of such rating once established; (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any SellerSeller Party, Guarantor or any Specified Affiliate, Purchased Asset, Pledged Collateral or underlying Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect;; and (g) any each change in ACRC Seller’s status as either a domestic partnership or a disregarded entity the location of a domestic corporationits principal place of business and chief executive office, from the location referred to in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REIT.Annex I.

Delivery of Notices. Each Seller shall promptly immediately notify Buyer of the occurrence of any of the following of which such Seller has Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation Breach; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default under any Repurchase Document, or material default under or related to a Purchased Asset, any Purchased Asset Mortgage Loan Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim Servicer under the Servicing AgreementAgreement with respect to any Purchased Asset; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Servicer, Guarantor or any Specified Affiliate of thereof and any downgrade of at least two levels in or withdrawal of such rating once established; (f) [reserved]; (1) any Reportable Event or failure to meet the minimum funding standard of section 412 of the Code or Sections 302 or 303 of ERISA, including the failure to make on or before its due date a required installment under section 430(j) of the Code or Section 303(j) of ERISA, or any request for a waiver under section 412(c) of the Code for any Plan; a notice of intent to terminate any Plan or any action taken by Seller, Guarantor or an ERISA Affiliate to terminate any Plan or the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan; the complete or partial withdrawal from a Multiemployer Plan by Seller, Guarantor or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by Seller, Guarantor or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA or the institution of a proceeding by a fiduciary of any Multiemployer Plan against Seller, Guarantor or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and the adoption of an amendment to any Plan that, pursuant to section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part; and (h) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) materially affects any Seller, Guarantor or any Specified AffiliateAffiliate thereof, Purchased Asset, Pledged Collateral Asset or underlying Mortgaged Property (excluding routine foreclosure or bankruptcy actions relating to such Mortgaged Property, ) (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Mortgage Loan Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REIT.

Delivery of Notices. Each Seller shall promptly promptly, but in any event within one (1) Business Day, notify Buyer of the occurrence of any of the following of which such Seller has Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: : (a) a Representation Breach; ; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Mortgaged Property: material change in Market Valuemarket value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; ; (c) the existence of any Default, Event of Default or material default under or related to a Purchased Asset, any Purchased Asset Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; ; (d) the resignation or termination of Interim any Servicer under the any Servicing Agreement; Agreement with respect to any Purchased Asset; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor or any Specified Affiliate and any downgrade in or withdrawal of such rating once established; (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor or any Specified Affiliate, Purchased Asset, Pledged Collateral or underlying Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REIT.and -66- LEGAL02/38049601v7

Delivery of Notices. Each Seller shall promptly notify Buyer of the occurrence of any of the following of which such Seller has Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation Breach; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances circumstances, in each case, that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material default under or related to a Purchased Asset, any Purchased Asset Whole Loan Document, Senior Interest Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim Sub-Servicer under the Servicing and Sub-Servicing Agreement; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Seller or Guarantor or any Specified Affiliate and any downgrade in or withdrawal of such rating once established; (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) adversely affects any Seller, Guarantor any Purchased Asset or any Specified Affiliate, Purchased Asset, Pledged Collateral or underlying Underlying Mortgaged Property, or materially and adversely affects Guarantor, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset Asset, Whole Loan Document or any Purchased Asset Senior Interest Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect;; and (g) promptly upon Knowledge thereof, notice of any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in GuarantorParent’s status as a REIT.

Delivery of Notices. Each Seller shall promptly notify Buyer and any other Affiliated Hedge Counterparty of the occurrence of any of the following of which such Seller has Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation Breach; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Mortgaged PropertyAsset: material change decline in Market Value, material loss or damageloss, material licensing or permit issues, material violation of Requirements of Law, discharge of Law or damage from Materials of Environmental Concern, any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any with respect to such Purchased Asset becomes a Defaulted Asset, and (ii) with respect to any SellerSeller or Guarantor: violation of Requirements of Law, material decline in the value of a Seller’s or Guarantor’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material default under or related to a Purchased Asset, or Asset Document or under any Purchased Asset Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim Servicer under the Servicing Agreement; (e) the establishment of a rating by any Rating Agency applicable to any SellerSeller or Guarantor, Guarantor or any Specified Affiliate and any downgrade in or withdrawal of such rating once established; (fe) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Sellercould reasonably be expected to have a material adverse effect on the property, assets, business, operations or financial condition of Seller or Guarantor or any Specified Affiliate, a Purchased Asset, Pledged Collateral or underlying Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Transaction or Purchased Asset or any Purchased Asset Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely expected to have a Material Adverse Effect; (g) any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; Effect or (hf) any change in Guarantor’s status as a REIT.

Delivery of Notices. Each Seller shall promptly immediately notify Buyer of the occurrence of any of the following of which such Seller has Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation Breach; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances that that, with respect to each of the foregoing, could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that that, with respect to each of the foregoing, could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material default under or related to a any Purchased Asset, any Purchased Asset Document, the Pledged Collateral, or any Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim any Servicer under the any Servicing AgreementAgreement with respect to any Purchased Asset; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Pledgor, Guarantor or any Specified Affiliate of Guarantor that owns, directly or indirectly, any of the Capital Stock of Seller, and any downgrade in or withdrawal of such rating once established; (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor or any Specified Affiliate, Purchased Asset, the Pledged Collateral or underlying any Mortgaged Property, (ii) affects Pledgor, Guarantor or Operating Partnership in an amount, individually or in the aggregate, that would be material if any such proceeding is decided adversely to such Person, (iii) questions or challenges the validity or enforceability of the Pledged Collateral, any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iiiiv) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect;; and (g) any each change in ACRC Seller’s status as either a domestic partnership or a disregarded entity the location of a domestic corporationits principal place of business and chief executive office, from the location referred to in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REIT.Annex I.

Delivery of Notices. Each Seller shall promptly (and in no event later than one (1) Business Day from the date that Seller has Knowledge of each such occurrence) notify Buyer of the occurrence of any of the following of which such Seller has Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation Breach; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material default under or related to a Purchased Asset, any Purchased Asset Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim any Servicer under pursuant to the related Servicing Agreement; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor or any Specified Affiliate Pledgor, and any downgrade in or withdrawal of such rating once established;; and (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor or Guarantor, any Specified Affiliate, Purchased Asset, Pledged Collateral or underlying any Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REIT.

Delivery of Notices. Each Seller shall promptly (and, in any event, within two (2) Business Days) notify Buyer of the occurrence of any of the following of which such Seller or any other Repurchase Party has Knowledgeknowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller Seller, Guarantor or Pledgor has taken or proposes to take with respect thereto: (a) a Representation BreachBreach other than an Approved Representation Exception; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern in violation of Environmental Laws or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: material violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material of any default under or related to a Purchased Asset, any Purchased Asset Mortgage Loan Document, Purchase Agreement, Irrevocable Redirection Notice or any Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim Servicer (other than Buyer or an Affiliate of Buyer) under the Servicing Agreement; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor or any Specified Affiliate of Seller or Guarantor and any downgrade in or withdrawal of such rating once established;; and (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor Seller or any Specified Affiliateother Repurchase Party, any Purchased Asset, Underlying Mortgaged Property or the Pledged Collateral or underlying Mortgaged PropertyCollateral, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Pledged Collateral, Purchased Asset or any Purchased Asset Mortgage Loan Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REIT.

Delivery of Notices. Each Seller Borrower shall promptly notify Buyer of the occurrence promptly, but in no event later than five (5) days after Borrower becomes aware of any of the following of which such Seller has Knowledgeevents, furnish a written notice to Lender (together with a certificate the applicable correspondence and papers relating thereto) specifying the nature and period of a Responsible Officer existence of such Seller setting forth details of such occurrence and any condition or event and, with respect to events described in clause (a) immediately below, what action such Seller has taken Borrower is taking or proposes to take with respect thereto:thereto (compliance with the provisions of this Section 4.7 shall not be deemed or construed to constitute a waiver of or consent to any Default or Event of Default of which Borrower has given Lender notice pursuant to this Section 4.7): (a) a Representation Breachany Default hereunder or under any of the other Loan Documents, or any Event of Default; (b) any default or event of default (or any terms of similar import) under any of the following: SC Loan Documents; (i) any receipt or delivery by Borrower or any SC Affiliate of a notice of default or termination, (ii) any proposed action with respect to any Purchased Asset default, (iii) any failure by any Person to perform any material obligation, maintain any material representation or related underlying Mortgaged Property: warranty or satisfy any material change condition, in Market Valueeach instance, material loss or damagein connection with any Lease, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concernthe Management Agreement, any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Asset, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material default under or related to a Purchased AssetContract, any Purchased Asset DocumentEasement, Indebtednessany recorded instrument, Guarantee Obligation any Permit, any SC Lease, any SC Management Agreement, any SC Contract or Contractual Obligation of any SellerSC Permit; (d) the resignation filing of any action, suit or termination of Interim Servicer under proceeding against or affecting Borrower, any SC Affiliate, any other Significant Party, the Servicing Agreement; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor Premises or any Specified Affiliate and any downgrade in or withdrawal of such rating once established; (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor or any Specified Affiliate, Purchased Asset, Pledged Collateral or underlying Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iii) individually or in the aggregateShopping Center that, if adversely determined, could reasonably be likely (i) impair the validity or enforceability of this Agreement or any of the other Loan Documents or the ability of Borrower, any SC Affiliate or any other Significant Party to perform their respective obligations hereunder, thereunder or under the SC Loan Documents, (ii) have a Material Adverse Effect;material adverse effect on the value of the Premises or any Shopping Center or their respective current use, or (iii) result in a Lien on any portion of the Premises or any Shopping Center; and/or (ge) any change in ACRC Seller’s status as either notice received from any Governmental Authority asserting a domestic partnership violation of any material Legal Requirement and any correspondence to or a disregarded entity of a domestic corporationfrom Borrower, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REITSC Affiliate, any other Significant Party, the Manager or any SC Manager with respect thereto.

Delivery of Notices. Each Seller shall promptly (and, in any event, within two (2) Business Days) notify Buyer of the occurrence of any of the following of which such Seller or any other Repurchase Party has Knowledgeknowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller Seller, Guarantor or Pledgor has taken or proposes to take with respect thereto: (a) a Representation BreachBreach other than an Approved Representation Exception; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern in violation of Environmental Laws or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: material violation of Requirements of Law, material decline in the value of a Seller’s 's assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material of any default under or related to a Purchased Asset, any Purchased Asset Mortgage Loan Document, Purchase Agreement, Irrevocable Redirection Notice or any Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim Servicer (other than Buyer or an Affiliate of Buyer) under the Servicing Agreement; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor or any Specified Affiliate of Seller or Guarantor and any downgrade in or withdrawal of such rating once established;; and (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor Seller or any Specified Affiliateother Repurchase Party, any Purchased Asset, Underlying Mortgaged Property or the Pledged Collateral or underlying Mortgaged PropertyCollateral, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Pledged Collateral, Purchased Asset or any Purchased Asset Mortgage Loan Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REIT.

Delivery of Notices. Each Seller shall promptly notify Buyer of the occurrence Borrower will promptly, but in no event later than five (5) days after Borrower becomes aware of any of the following of which such Seller has Knowledgeevents, furnish a written notice to Lender (together with a certificate the applicable correspondence and papers relating thereto) specifying the nature and period of a Responsible Officer existence of such Seller setting forth details of such occurrence and any condition or event and, with respect to events described in clause (a) below, what action such Seller has taken Borrower is taking or proposes to take with respect thereto:thereto (compliance with the provisions of this Section 6.7 shall not be deemed or construed to constitute a waiver of or consent to any Default or Event of Default of which Borrower has given Lender notice pursuant to this Section 6.7): (a) a Representation Breachany Default hereunder or under any of the other Loan Documents or Facility Documents, or any Event of Default; (b1) any receipt or delivery by Borrower of the following: a notice of default or termination, (i2) any proposed action with respect to any Purchased Asset default, or related underlying Mortgaged Property: (3) any failure by any Person to perform any material change obligation, maintain any material representation or warranty or satisfy any material condition, in Market Valueeach instance, in connection with any material loss Easement, recorded instrument or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Asset, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse EffectPermit; (c) the existence filing of any Default, Event of Default or material default under or related to a Purchased Asset, any Purchased Asset Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim Servicer under the Servicing Agreement; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor or any Specified Affiliate and any downgrade in or withdrawal of such rating once established; (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation suit or other legal proceeding against or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor affecting Borrower or any Specified Affiliate, Purchased Asset, Pledged Collateral or underlying Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iii) individually or in the aggregateProperty that, if adversely determined, could reasonably be likely singly or collectively (1) impair the validity or enforceability of this Agreement or any of the other Loan Documents or Facility Documents or the ability of Borrower to perform its Loan Obligations or Facility Obligations hereunder or thereunder or otherwise have a Material Adverse Effect;, or (2) result in a Lien on any portion of the Property; and/or (gd) any change in ACRC Seller’s status as either notice received from any Governmental Authority asserting a domestic partnership violation of any material Legal Requirement and any correspondence to or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; orfrom Borrower with respect thereto. (he) the filing of any change in Guarantor’s status as Timeshare Documents whereby any Property shall convert to a REITTimeshare Property. Without limiting the generality of the foregoing, Borrower will transmit to Lender, immediately upon receipt thereof, any communication (addressed to Borrower or any Affiliate of Borrower) which relates to matters which is reasonably likely to adversely affect Lender's security for the Loan or reasonably likely to have an adverse effect on the financial condition of Borrower, and will promptly respond fully to any inquiry of Lender made with respect thereto.

Delivery of Notices. Each Seller shall promptly shall, within two (2) Business Days, notify Buyer of the occurrence of any of the following of which such Seller has Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation Breach, other than an Approved Representation Exception; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Underlying Mortgaged Property: material change in Market ValueValue (as determined in Seller’s reasonable judgment), material loss or damage, material licensing or permit issuesviolations or, material violation to Seller’s or Guarantor’s Actual Knowledge, potential violations of any Requirements of Law, or, to Seller’s or Guarantor’s Actual Knowledge, any discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material default under or related to a Purchased Asset, any Purchased Asset Document, or any Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim any Servicer (other than Buyer or an Affiliate of Buyer) under the any Servicing AgreementAgreement with respect to any Purchased Asset; (e) the establishment of a public rating by any Rating Agency applicable to any Seller, Guarantor Pledgor or any Specified Affiliate Guarantor, and any downgrade in or withdrawal of such rating once established; (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority Authority, or any material suit or claim relating to any federal or other material Taxes, whether pending or, to the Actual Knowledge of Seller, Pledgor, Guarantor, Advisor or Sub-Advisor, threatened by any Governmental Authority, that (i) affects any Seller, Guarantor Pledgor, Guarantor, Advisor or Sub-Advisor, any Specified Affiliate, Purchased Asset, the Pledged Collateral or underlying any Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any for each change in ACRC Seller’s status as either the Book Value of any Purchased Asset (to be provided on a domestic partnership quarterly basis and delivered with reporting required to be delivered pursuant to Section 8.08(a) or (b) hereof), the amount of each such change, which notice shall also indicate the percentage of each such change (if any) caused by a disregarded entity of a domestic corporation, change in each case for U.S. federal income tax purposescredit spreads; orand (h) any each change in Guarantor’s status as a REITthe location of its principal place of business and chief executive office, from the location referred to in Section 7.17.

Delivery of Notices. Each Seller shall promptly immediately notify Buyer of the occurrence of any of the following of which such Seller has Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation Breach; (b) any of the following: (i) with respect to any Purchased Underlying Asset or related underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default under any Repurchase Document, or material default under or related to a Purchased Asset, any Purchased Asset Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim Servicer or Asset Manager under the Servicing Agreement or Asset Management Agreement, respectively, with respect to any Underlying Asset; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Servicer, Guarantor or any Specified Affiliate of thereof and any downgrade in or withdrawal of such rating once established; (f) promptly upon Knowledge thereof, notice of any change in Guarantor’s status as a REIT; (1) any Reportable Event or failure to meet the minimum funding standard of Section 412 of the Code or Sections 302 or 303 of ERISA, including the failure to make on or before its due date a required installment under Section 430(j) of the Code or Section 303(j) of ERISA, or any request for a waiver under Section 412(c) of the Code for any Plan; a notice of intent to terminate any Plan or any action taken by Seller, Guarantor or an ERISA Affiliate to terminate any Plan or the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan; the complete or partial withdrawal from a Multiemployer Plan by Seller, Guarantor or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by Seller, Guarantor or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA or the institution of a proceeding by a fiduciary of any Multiemployer Plan against Seller, Guarantor or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part; and (h) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor or any Specified AffiliateAffiliate thereof, Purchased Asset, Pledged Collateral any Underlying Asset or underlying Mortgaged Property (excluding routine foreclosure or bankruptcy actions relating to such Mortgaged Property, ) (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REIT.

Delivery of Notices. Each Seller shall promptly notify Buyer and any Affiliated Hedge Counterparty of the occurrence of any of the following of which such Seller has Knowledge, Knowledge together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation Breach; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Mortgaged PropertyAsset: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Asset, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material default under or related to a Purchased Asset, any Purchased Asset Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim any Servicer under the any Servicing AgreementAgreement with respect to any Purchased Asset; (e) the establishment of a rating by any Rating Agency applicable to Seller or any Seller, Guarantor or any Specified Affiliate of Seller or any Guarantor and any downgrade in or withdrawal of such rating once established;; and (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, any Guarantor or any Specified AffiliateAffiliate of Seller or any Guarantor, or any Purchased Asset (but not with respect to underlying mortgage loans associated with a Purchased Asset, Pledged Collateral or underlying Mortgaged Property), (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Transaction or Purchased Asset or any Purchased Asset DocumentAsset, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REIT.

Delivery of Notices. Each Seller shall promptly (but in any event within one (1) Business Day) notify Buyer of the occurrence of any of the following of which such Seller has Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation Breach; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances that that, with respect to each of the foregoing, could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to Seller, any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that that, with respect to each of the foregoing, could reasonably be expected to have a Material Adverse Effectmaterial and adverse effect on Seller; (c) the existence of any Default, Event of Default or material default under or related to a any Purchased Asset, any Purchased Asset Document, or any Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim Servicer under the Servicing Agreementreserved; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor or any Specified Affiliate Seller Party and any downgrade in or withdrawal of such rating once established; (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any SellerSeller Party, Guarantor or any Specified Affiliate, Purchased Asset, Pledged Collateral or underlying Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect;material and adverse effect on such Seller Party; and (g) any each change in ACRC Seller’s status as either a domestic partnership or a disregarded entity the location of a domestic corporationits principal place of business and chief executive office, from the location referred to in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REIT.Annex I.

Delivery of Notices. Each Seller shall promptly notify Buyer of the occurrence of any of the following of which such Seller has Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation Breach; (b) any of the following: (i) with respect to any Purchased Underlying Asset or related underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect, and (ii) the existence of any material litigation or material adverse financial change on the current or future operations of any Relevant Party or, in connection with its residential mortgage or structured products platform or in relation to the responsibilities performed by the Investment Manager or the Program Administrator that in either case, if adversely determined, could reasonably be expected to have (i) a Material Adverse Effect, or (ii) a material adverse effect on (x) any Purchased Asset or Underlying Asset, (y) Buyer’s rights under this Agreement or the other Repurchase Documents, or (z) the furtherance of the purposes under any Repurchase Document; (c) the existence of any Default, Event of Default under any Repurchase Document, or material default under or related to a Purchased Asset, any Purchased Asset DocumentIndebtedness, IndebtednessStructural Agreement, Guarantee Obligation or Contractual Obligation of any SellerGuarantor, Seller or any Underlying Entity; (d) with respect to Underlying Assets that are HUD Pool Loans, any audit, examination, evaluation, monitoring review or meeting conducted by or on behalf of HUD of HUD Purchaser, Servicer or the Titling Trust, or the receipt of any report, findings or other notice from HUD in respect thereto; (e) the resignation or termination of Interim a Servicer under its Servicing Agreement or the Servicing Agreement; (e) the establishment occurrence of a rating by any Rating Agency applicable to any Seller, Guarantor or any Specified Affiliate and any downgrade in or withdrawal of such rating once establishedServicer Termination Event; (f) the resignation or termination of Custodian, Program Administrator or the Trustee under the Custodial Agreement or any of the Underlying Entity Agreements, respectively; (g) adoption by any Relevant Party or any ERISA Affiliate of any Plan, including any Plan that is subject to Title IV of ERISA or execution of a collective bargaining agreement that requires any Relevant Party or ERISA Affiliate to make contributions to a Multiemployer Plan, and at any time thereafter (1) notice of any Reportable Event or failure to meet the minimum funding standard of Section 412 of the Code or Sections 302 or 303 of ERISA, including the failure to make on or before its due date a required installment under Section 430(j) of the Code or Section 303(j) of ERISA, or any request for a waiver under Section 412(c) of the Code for any Plan; (2) a notice of intent to terminate any Plan or any action taken by any Relevant Party or an ERISA Affiliate to terminate any Plan or the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by any Relevant Party or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan; (3) the complete or partial withdrawal from a Multiemployer Plan by any Relevant Party or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by any Relevant Party or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA or the institution of a proceeding by a fiduciary of any Multiemployer Plan against any Relevant Party or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; (4) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part; (5) the occurrence of any noncompliance event with respect to any Plan that could reasonably be expected to result in any material obligation or liability to any Relevant Party or ERISA Affiliate; and (6) the assets of Seller or any Guarantor are treated as, or Seller or any Guarantor becomes aware that assets of Seller or any Guarantor will be treated as “plan assets” under 29 C.F.R. 2510.3-101 as amended by Section 3(42) of ERISA; (h) any amendments, modifications, waivers or terminations of any provision of any Structural Agreement prior to such amendment, modification, waiver or termination taking effect; (i) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, audit, investigation or other legal or arbitrable proceedings by or before any Governmental Authority that (i) affects questions or challenges the compliance of any SellerRelevant Party with applicable law, Guarantor including ERISA or any Specified Affiliate, Purchased Asset, Pledged Collateral or underlying Mortgaged Propertysection 4975 of the Code, (ii) would have a Material Adverse Effect or an adverse effect on (x) Buyer’s rights under this Agreement or the other Repurchase Documents, (y) any Purchased Asset or Underlying Asset, or (z) the furtherance of the purposes of any Repurchase Document, (iii) questions or challenges the validity or enforceability of any Repurchase Document, any Structural Agreement, Transaction, Purchased Asset or any Purchased related Underlying Asset DocumentDocument or of Buyer’s rights or claims thereunder, or (iiiiv) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse EffectEffect in connection with its residential mortgage or structured products platform; and in each such case, such notice shall set forth the details of such occurrence and any action the applicable Relevant Party has taken or proposes to take with respect thereto; (gj) promptly upon Knowledge thereof, notice of any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in REIT Guarantor’s status as a REIT; and (k) any Grantor Trust Interests and Pass-Through Trust Interests become Converted Trust Interests.

Delivery of Notices. Each Seller shall promptly notify Buyer of the occurrence of if, to Seller’s Knowledge in its commercially reasonable judgment, any of the following of which such Seller has Knowledgeevents have occurred, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) : - 62 - • a Representation Breach; (b) Breach or any representation or warranty or MTM Representation being untrue or incorrect in any respect; • any of the following: (i) with respect to any Purchased Asset or related underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) ; • the existence of any Default, Event of Default or material default under or related to a Purchased Asset, any Purchased Asset Mortgage Loan Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) ; • the resignation or termination of Interim any Servicer under the any Servicing Agreement; (e) Agreement with respect to any Purchased Asset; • the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor or any Specified Affiliate of Seller or Guarantor, and any downgrade in or withdrawal of such rating once established; (f) ; • the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor or any Specified AffiliateAffiliate of Seller or Guarantor, Purchased Asset, Pledged Collateral or underlying Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Mortgage Loan Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; ; and • any fact or circumstance not specified in an Approved Representation Exception that could reasonably lead Seller to expect that any Purchased Asset will not be paid in full. Notwithstanding the foregoing, Seller shall be deemed to have breached the covenant set forth in this Section 8.07 if any failure of Seller to have Knowledge of any related circumstance or event results from the bad faith or willful misconduct of any employee of Seller, Guarantor or Manager. • Hedging. With respect to each Purchased Asset that is a Hedge Required Asset, Seller shall enter into one or more one-hundred percent (g100%) any change cash-collateralized Interest Rate Protection Agreement(s) at the direction of and in ACRC a form acceptable to Buyer. Seller shall take such actions as Buyer deems necessary to perfect the security interest granted in each Interest Rate Protection Agreement pursuant to Section 11.01, and shall assign to Buyer, which assignment shall be consented to in writing by each Hedge Counterparty, all of Seller’s status as either a domestic partnership rights (but none of the obligations) in, to and under each Interest Rate Protection Agreement. Each Interest Rate Protection Agreement shall contain provisions acceptable to Buyer for additional credit support in the event the rating of any Rating Agency assigned to the Hedge Counterparty (other than an Affiliated Hedge Counterparty) is downgraded or a disregarded entity of a domestic corporationwithdrawn, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as which event Seller shall ensure that such additional credit support is provided or promptly, subject to the approval of Buyer, enter into new Interest Rate Protection Agreements with respect to the related Purchased Assets with a REIT.replacement Hedge Counterparty. - 63 -

Delivery of Notices. Each Seller shall promptly notify Buyer of the occurrence of any of the following of which such Seller or any other Repurchase Party has Knowledgeknowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller Seller, Guarantor or Pledgor has taken or proposes to take with respect thereto: (a) a Representation BreachBreach other than an Approved Representation Exception; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern in violation of Environmental Laws or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: material violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Default or Event of Default or material of any default under or related to a Purchased Asset, any Purchased Asset Mortgage Loan Document, Purchase Agreement, Irrevocable Redirection Notice or any Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim Servicer (other than Buyer or an Affiliate of Buyer) under the Servicing Agreement; (e) in the event of a margin call (however defined or described in the applicable underlying Indebtedness documents) or other similar event occurs pursuant to which a lender or buyer requires any of Guarantor or any Affiliate of Seller or any Guarantor pursuant to another facility to post additional cash or assets in connection with any Indebtedness and the amount of any such margin call or other similar request made or outstanding on such day or the five (5) Business Day period in which such day occurs is equal to or greater than $2,000,000, Seller shall promptly (and in no event later than two (2) Business Days after any such margin call or request) provide Buyer notice of any such margin call(s) or request(s) which details (i) the amount of such margin call(s), (ii) the time period for such margin call(s) to be satisfied, (iii) whether cash or other assets were used to satisfy the margin call(s), (iv) the name of the counterparty and (v) any other information reasonably requested by Buyer with respect thereto; (f) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor or any Specified Affiliate of Seller or Guarantor and any downgrade in or withdrawal of such rating once established; (fg) the balance of the Liquidity Reserve Account falling below the Required Liquidity Amount; and (h) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor Seller or any Specified Affiliateother Repurchase Party, any Purchased Asset, Underlying Mortgaged Property or the Pledged Collateral or underlying Mortgaged PropertyCollateral, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Pledged Collateral, Purchased Asset or any Purchased Asset Mortgage Loan Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REIT.

Delivery of Notices. Each Seller shall promptly immediately notify Buyer of the occurrence of any of the following of which such Seller has Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation BreachBreach or any MTM Representation being untrue or incorrect in any respect; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Mortgaged Property: material change in Market Valuemarket value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances that that, with respect to each of the foregoing, could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that that, with respect to each of the foregoing, could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material default under or related to a any Purchased Asset, any Purchased Asset Document, or any Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim any Servicer under the any Servicing AgreementAgreement with respect to any Purchased Asset; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Pledgor, Guarantor or any Specified Affiliate Sponsor and any downgrade in or withdrawal of such rating once established; (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor or Pledgor, any Specified Affiliate, Purchased Asset, the Pledged Collateral or underlying any Mortgaged Property, (ii) has been disclosed in a public filing by Sponsor (whether required or voluntary) and affects Guarantor or Sponsor in an amount, individually or in the aggregate, that would be material if any such proceeding is decided adversely to such Person, (iii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iiiiv) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any each change in ACRC Seller’s status as either a domestic partnership or a disregarded entity the location of a domestic corporationits principal place of business and chief executive office, from the location referred to in each case for U.S. federal income tax purposesAnnex I; orand (h) any for each change in Guarantor’s status as the Book Value of any Purchased Asset (but not more frequently than once in each calendar month), the amount of each such change, which notice shall also indicate the percentage of each such change (if any) caused by a REITchange in credit spreads.

Delivery of Notices. Each Seller shall promptly notify Buyer of the occurrence of any of the following of which such Seller has Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation Breach; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Asset, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or - 73- properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material default under or related to a Purchased Asset, any Purchased Asset Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim Servicer under the Servicing Agreement; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor or any Specified Affiliate and any downgrade in or withdrawal of such rating once established; (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor or any Specified Affiliate, Purchased Asset, Pledged Collateral or underlying Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REIT.

Delivery of Notices. Each Seller shall promptly notify Buyer of the occurrence of any of the following of which such Seller or any other Repurchase Party has Knowledgeknowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller Seller, Guarantor or Pledgor has taken or proposes to take with respect thereto: (a) a Representation BreachBreach other than an Approved Representation Exception; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern in violation of Environmental Laws or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: material violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Default or Event of Default or material of any default under or related to a Purchased Asset, any Purchased Asset Mortgage Loan Document, Purchase Agreement, Irrevocable Redirection Notice or any Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim Servicer (other than Buyer or an Affiliate of Buyer) under the Servicing Agreement; (e) the resignation or termination of Manager under the Asset Management Agreement; (f) in the event of a margin call (however defined or described in the applicable underlying Indebtedness documents) or other similar event occurs pursuant to which a lender or buyer requires any of Guarantor or any Affiliate of Seller or any Guarantor pursuant to another facility to post additional cash or assets in connection with any Indebtedness and the amount of any such margin call or other similar request made or outstanding on such day or the five (5) Business Day period in which such day occurs is equal to or greater than $2,000,000, Seller shall promptly (and in no event later than two (2) Business Days after any such margin call or request) provide Buyer notice of any such margin call(s) or request(s) which details (i) the amount of such margin call(s), (ii) the time period for such margin call(s) to be satisfied, (iii) whether cash or other assets were used to satisfy the margin call(s), (iv) the name of the counterparty and (v) any other information reasonably requested by Buyer with respect thereto; (g) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor or any Specified Affiliate of Seller or Guarantor and any downgrade in or withdrawal of such rating once established; (fh) Seller is not in compliance with the Liquidity Covenant; and (i) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable arbitral proceedings before any Governmental Authority that (i) affects any Seller, Guarantor Seller or any Specified Affiliateother Repurchase Party, any Purchased Asset, Underlying Mortgaged Property or the Pledged Collateral or underlying Mortgaged PropertyCollateral, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Pledged Collateral, Purchased Asset or any Purchased Asset Mortgage Loan Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REIT.

Delivery of Notices. Each Seller shall promptly (and in no event later than one (1) Business Day from the date of occurrence of such applicable event) notify Buyer of the occurrence of any of the following of which such Seller has Knowledge, Knowledge together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation Breach; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Mortgaged PropertyAsset: material adverse change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted AssetValue (as determined by Seller), and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s 's assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any DefaultDefault known to Seller, Event of Default or material default under or related to a Purchased Asset, or under any Purchased Asset Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any SellerSeller with an outstanding amount of at least $5,000,000, and the effect of such default is the acceleration thereof; (d) the resignation or termination of Interim any Servicer under the any Servicing AgreementAgreement with respect to any Purchased Asset; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor or any Specified Affiliate and any downgrade in or withdrawal of such rating once established;; and (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any SellerSeller or Guarantor, Guarantor or any Specified Affiliate, Purchased Asset (but not with respect to underlying mortgage loans associated with a Purchased Asset, Pledged Collateral or underlying Mortgaged Property), (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Transaction or Purchased Asset or any Purchased Asset DocumentAsset, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect;; and (g) any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s 's status as a REIT, or any failure by Guarantor to be entitled to a dividends paid deduction under the requirements of Section 857 of the Code.

Delivery of Notices. Each Seller shall promptly immediately notify Buyer of the occurrence of any of the following of which such Seller has Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation BreachBreach or any MTM Representation being untrue or incorrect in any respect; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Mortgaged Property: material change in Market Valuemarket value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances that that, with respect to each of the foregoing, could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that that, with respect to each of the foregoing, could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material default under or related to a any Purchased Asset, any Purchased Asset Document, or any Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim any Servicer under the any Servicing AgreementAgreement with respect to any Purchased Asset; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor Pledgor, Guarantor, Sponsor or any Specified Affiliate Manager and any downgrade in or withdrawal of such rating once established; (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor or Pledgor, any Specified Affiliate, Purchased Asset, the Pledged Collateral or underlying any Mortgaged Property, (ii) has been disclosed in a public filing by Sponsor (whether required or voluntary) and affects Guarantor or Sponsor in an amount, individually or in the aggregate, that would be material if any such proceeding is decided adversely to such Person, (iii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iiiiv) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any each change in ACRC Seller’s status as either a domestic partnership or a disregarded entity the location of a domestic corporationits principal place of business and chief executive office, from the location referred to in each case for U.S. federal income tax purposesAnnex I; orand (h) any for each change in Guarantor’s status as the Book Value of any Purchased Asset (but not more frequently than once in each calendar month), the amount of each such change, which notice shall also indicate the percentage of each such change (if any) caused by a REITchange in credit spreads.

Delivery of Notices. Each Seller shall promptly notify Buyer of the occurrence Borrower will promptly, but in no event later than ten (10) days after Borrower becomes aware of any of the following of which such Seller has Knowledgeevents, furnish a written notice to Lender (together with a certificate the applicable correspondence and papers relating thereto) specifying the nature and period of a Responsible Officer existence of such Seller setting forth details of such occurrence and any condition or event and, with respect to events described in clause (i) below, what action such Seller has taken Borrower is taking or proposes to take with respect thereto:thereto (compliance with the provisions of this Section 5.6 shall not be deemed or construed to constitute a waiver of or consent to any default or Event of Default of which Borrower has given Lender notice pursuant to this Section 5.6): (ai) a Representation Breachany default hereunder or under any of the other Loan Documents or any Event of Default; (bii) receipt or delivery by Borrower of a notice of default or termination, any of the following: (i) proposed action with respect to any Purchased Asset default or related underlying Mortgaged Property: any failure by any Person to perform any material change obligation, maintain any material representation or warranty or satisfy any material condition in Market Valueconnection with any Lease, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concernthe Management Agreement, any other actual Easement, a recorded instrument or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Asset, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse EffectPermit; (ciii) the existence filing of any Default, Event of Default or material default under or related to a Purchased Asset, any Purchased Asset Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim Servicer under the Servicing Agreement; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor or any Specified Affiliate and any downgrade in or withdrawal of such rating once established; (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation suit or other legal proceeding against or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor affecting Borrower or any Specified Affiliate, Purchased Asset, Pledged Collateral or underlying Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iii) individually or in the aggregateProperty that, if adversely determined, could reasonably be likely to (A) impair the validity or enforceability of this Agreement or any of the other Loan Documents, (B) have a Material Adverse Effect;, or (C) result in a Lien on any portion of the Property; and (giv) any change in ACRC Seller’s status as either notice received from any Governmental Authority asserting a domestic partnership violation of any material Legal Requirement and any correspondence to or from Borrower with respect thereto. Without limiting the generality of the foregoing, Borrower will transmit to Lender, immediately upon receipt thereof, any communication (addressed to Borrower or any Affiliate of Borrower) which relates to matters which could materially adversely affect Lender's security for the Loan or have a disregarded entity material adverse effect on the financial condition of a domestic corporationBorrower, in each case for U.S. federal income tax purposes; or (h) and/or any change in Guarantor’s status as a REITother Significant Party, and will promptly respond fully to any inquiry of Lender made with respect thereto.

Delivery of Notices. Each Seller shall promptly notify Buyer of the occurrence of if, to Seller’s Knowledge in its commercially reasonable judgment, any of the following of which such Seller has Knowledgeevents have occurred, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a. a Representation BreachBreach or any representation or warranty or MTM Representation being untrue or incorrect in any respect; (b) a. any of the following: (i) with respect to any Purchased Asset or related underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) a. the existence of any Default, Event of Default or material default under or related to a Purchased Asset, any Purchased Asset Mortgage Loan Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) a. the resignation or termination of Interim any Servicer under the any Servicing AgreementAgreement with respect to any Purchased Asset; (e) a. the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor or any Specified Affiliate of Seller or Guarantor, and any downgrade in or withdrawal of such rating once established; (f) a. the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor or any Specified AffiliateAffiliate of Seller or Guarantor, Purchased Asset, Pledged Collateral or underlying Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Mortgage Loan Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect;; and (g) a. any change fact or circumstance not specified in ACRC an Approved Representation Exception that could reasonably lead Seller to expect that any Purchased Asset will not be paid in full. Notwithstanding the foregoing, Seller shall be deemed to have breached the covenant set forth in this Section 8.07 if any failure of Seller to have Knowledge of any related circumstance or event results from the bad faith or willful misconduct of any employee of Seller’s status as either a domestic partnership , Guarantor or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REITManager.

Delivery of Notices. Each Seller shall promptly notify Buyer of the occurrence Borrower will promptly, but in no event later than five (5) days after Borrower becomes aware of any of the following of which such Seller has Knowledgeevents, furnish a written notice to Lender (together with a certificate the applicable correspondence and papers relating thereto) specifying the nature and period of a Responsible Officer existence of such Seller setting forth details of such occurrence and any condition or event and, with respect to events described in clause (a) below, what action such Seller has taken Borrower is taking or proposes to take with respect thereto:thereto (compliance with the provisions of this Section 4.7 shall not be deemed or construed to constitute a waiver of or consent to any Default or Event of Default of which Borrower has given Lender notice pursuant to this Section 4.7): (a) a Representation Breachany Default hereunder or under any of the other Loan Documents, or any Event of Default; (bi) any receipt or delivery by Borrower of the following: a notice of default or termination, (iii) any proposed action with respect to any Purchased Asset default, or related underlying Mortgaged Property: (iii) any failure by any person or entity to perform any material change obligation, maintain any material representation or warranty or satisfy any material condition, in Market Valueeach instance, material loss or damage(1) in connection with any Lease, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concernthe Management Agreement, any other actual Contract, any Easement, any recorded instrument or expected event or change in circumstances that could reasonably be expected any Permit and (2) if likely to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Asset, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence filing of any Default, Event of Default or material default under or related to a Purchased Asset, any Purchased Asset Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim Servicer under the Servicing Agreement; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor or any Specified Affiliate and any downgrade in or withdrawal of such rating once established; (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation suit or other legal proceeding against or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor affecting Borrower or any Specified Affiliate, Purchased Asset, Pledged Collateral or underlying Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iii) individually or in the aggregatePremises that, if adversely determined, could reasonably be likely to singly or collectively (i) impair the validity or enforceability of this Agreement or any of the other Loan Documents or otherwise have a Material Adverse Effect;, or (ii) result in a Lien on any portion of the Premises; and/or (gd) any change notice received from any Governmental Authority asserting a violation of any material Legal Requirement and any correspondence to or from Borrower with respect thereto. Without limiting the generality of the foregoing, Borrower will transmit to Lender, immediately upon receipt thereof, any communication (addressed to Borrower or any Affiliate of Borrower) which relates to matters which could result in ACRC Seller’s status as either a domestic partnership Material Adverse Effect on the Premises or a disregarded entity the financial condition of a domestic corporationBorrower, in each case for U.S. federal income tax purposes; or (h) and will promptly respond fully to any change in Guarantor’s status as a REITinquiry of Lender made with respect thereto.

Delivery of Notices. Each Seller shall promptly notify Buyer of the occurrence of any of the following of which such Seller has Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) (i) a Representation Breach, (ii) any representation or warranty made by Seller in any Repurchase Document or (iii) any MTM Representation being untrue or incorrect, in each case, in any respect; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Mortgaged Property: material change in Market Valuecash flow or net operating income of any Mortgaged Property, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material default under or related to a Purchased Asset, any Purchased Asset Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim any Servicer under the any Servicing AgreementAgreement with respect to any Purchased Asset; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor Pledgor, Guarantor, Sponsor or any Specified Affiliate Manager, and any downgrade in or withdrawal of such rating once established; (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor Pledgor, Guarantor, Sponsor or Manager, any Specified Affiliate, Purchased Asset, Pledged Collateral or underlying any Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect;; and (g) with respect to any change in ACRC Seller’s status as either Purchased Asset, a domestic partnership material adverse effect has occurred with respect to the related Mortgaged Property, or any related Underlying Obligor is otherwise unlikely to make payments of interest or principal on a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REITtimely basis.

Delivery of Notices. Each Seller shall promptly notify Buyer of the occurrence of any of the following of which such Seller has Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation Breach; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow flow, any MTM Representation is or if becomes untrue or incorrect in any Purchased Asset becomes a Defaulted Assetrespect, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material default under or related to a Purchased Asset, any Purchased Asset Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim any Servicer under the any Servicing AgreementAgreement with respect to any Purchased Asset; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Pledgor or Guarantor or any Specified Affiliate and any downgrade in or withdrawal of such rating once established;; and (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) materially affects any Seller, Guarantor Pledgor or Guarantor, any Specified AffiliatePurchased Asset, Purchased AssetAsset Document, Pledged Collateral or underlying any Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REIT.

Delivery of Notices. Each Seller Borrower shall promptly immediately notify Buyer Lender of the occurrence of any of the following of which such Seller Borrower has Knowledge, together with a certificate of a Responsible Officer of such Seller Borrower setting forth details of such occurrence and any action such Seller Borrower has taken or proposes to take with respect thereto: (a) a Representation Breach; (b) any of the following: (i) with respect to any Purchased Asset Mortgage Loan or related underlying Underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any SellerBorrower, Servicer and Limited Guarantor: violation of Requirements of Law, material decline in the value of a SellerBorrower’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default under any Loan Document, or material default under or related to a Purchased Assetany Collateral, any Purchased Asset Mortgage Loan Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any SellerBorrower; (d) the occurrence of any Servicer Termination Event or the resignation or termination of Interim Servicer under the any Servicing AgreementAgreement with respect to any Mortgage Loan ; (e) the establishment of a rating by any Rating Agency applicable to any SellerBorrower, Servicer, Limited Guarantor or any Specified Affiliate thereof and any downgrade in or withdrawal of such rating once established; (f) any Reportable Event or failure to meet the minimum funding standard of Section 412 of the Code or Sections 302 or 303 of ERISA, includes the failure to make on or before its due date a required installment under Section 430(j) of the Code or Section 303(j) of ERISA, or any request for a waiver under Section 412(c) of the Code for any Plan; a notice of intent to terminate any Plan or any action taken by Borrower, Limited Guarantor or an ERISA Affiliate to terminate any Plan or the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by Borrower, Limited Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan; the complete or partial withdrawal from a Multiemployer Plan by Borrower, Limited Guarantor or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by Borrower, Limited Guarantor or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA or the institution of a proceeding by a fiduciary of any Multiemployer Plan against Borrower, Limited Guarantor or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part; and (g) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any SellerBorrower, Servicer, Limited Guarantor or any Specified AffiliateAffiliate thereof, Purchased Asset, Pledged Collateral any Mortgage Loan or underlying Underlying Mortgaged Property, Property and (iii) questions or challenges the validity or enforceability of any Repurchase Loan Document, TransactionAdvance, Purchased Asset Collateral or any Purchased Asset Mortgage Loan Document, or (iiiii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REIT.

Delivery of Notices. Each Seller shall promptly immediately notify Buyer of the occurrence of any of the following of which such Seller has Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation Breach; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller, Servicer and Guarantor: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default under any Repurchase Document, or material default under or related to a Purchased Asset, any Purchased Asset Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the occurrence of any Servicer Termination Event or the resignation or termination of Interim Servicer under the any Servicing AgreementAgreement with respect to any Purchased Asset or Underlying Asset; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Servicer, Guarantor or any Specified Affiliate thereof and any downgrade in or withdrawal of such rating once established; (f) any Reportable Event or failure to meet the minimum funding standard of Section 412 of the Code or Sections 302 or 303 of ERISA, includes the failure to make on or before its due date a required installment under Section 430(j) of the Code or Section 303(j) of ERISA, or any request for a waiver under Section 412(c) of the Code for any Plan; a notice of intent to terminate any Plan or any action taken by Seller, Guarantor or an ERISA Affiliate to terminate any Plan or the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan; the complete or partial withdrawal from a Multiemployer Plan by Seller, Guarantor or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by Seller, Guarantor or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA or the institution of a proceeding by a fiduciary of any Multiemployer Plan against Seller, Guarantor or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part; (g) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Servicer, Guarantor or any Specified AffiliateAffiliate thereof, Purchased Asset, Pledged Collateral Asset or underlying Underlying Mortgaged Property, Property and (iii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iiiii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) the receipt of any change in Guarantor’s status as a REITInformation Document Request from the Internal Revenue Service with respect to any Purchased REMIC Certificate or other written inquiry from the Internal Revenue Service relating to the REMIC qualifications of any such REMIC Certificate or related Underlying Mortgage Loans.

Delivery of Notices. Each Seller shall promptly notify Buyer of the occurrence of if, to Seller’s Knowledge in its commercially reasonable judgment, any of the following of which such Seller has Knowledgeevents have occurred, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation BreachBreach or any representation or warranty or MTM Representation being untrue or incorrect in any respect; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material default under or related to a Purchased Asset, any Purchased Asset Mortgage Loan Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim any Servicer under the any Servicing AgreementAgreement with respect to any Purchased Asset; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor or any Specified Affiliate of Seller or Guarantor, and any downgrade in or withdrawal of such rating once established; (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor or any Specified AffiliateAffiliate of Seller or Guarantor, Purchased Asset, Pledged Collateral or underlying Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Mortgage Loan Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect;; and (g) any change fact or circumstance not specified in ACRC an Approved Representation Exception that could reasonably lead Seller to expect that any Purchased Asset will not be paid in full. - 61 - Notwithstanding the foregoing, Seller shall be deemed to have breached the covenant set forth in this Section 8.07 if any failure of Seller to have Knowledge of any related circumstance or event results from the bad faith or willful misconduct of any employee of Seller’s status as either a domestic partnership , Guarantor or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REITManager.

Delivery of Notices. Each Seller shall promptly notify Buyer of the occurrence Borrower will promptly, but in no event later than five (5) days after Borrower becomes aware of any of the following of which such Seller has Knowledgeevents, furnish a written notice to Lender (together with a certificate the applicable correspondence and papers relating thereto) specifying the nature and period of a Responsible Officer existence of such Seller setting forth details of such occurrence and any condition or event and, with respect to events described in clause (i) below, what action such Seller has taken Borrower is taking or proposes to take with respect thereto:thereto (compliance with the provisions of this Section 4.7 shall not be deemed or construed to constitute a waiver of or consent to any Default or Event of Default of which Borrower has given Lender notice pursuant to this Section 4.7): (ai) a Representation Breachany Default hereunder or under any of the other Loan Documents, or any Event of Default; (bA) any receipt or delivery by Borrower of the following: a notice of default or termination, (iB) any proposed action with respect to any Purchased Asset default, or related underlying Mortgaged Property: (C) any failure by any person or entity to perform any material change obligation, maintain any material representation or warranty or satisfy any material condition, in Market Valueeach instance, material loss or damagein connection with any Major Lease, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concernthe Management Agreement, any other actual material Contract, any Easement, any recorded instrument or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Asset, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse EffectPermit; (ciii) the existence filing of any Default, Event of Default or material default under or related to a Purchased Asset, any Purchased Asset Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim Servicer under the Servicing Agreement; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor or any Specified Affiliate and any downgrade in or withdrawal of such rating once established; (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation suit or other legal proceeding against or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor affecting Borrower or any Specified Affiliate, Purchased Asset, Pledged Collateral or underlying Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iii) individually or in the aggregatePremises that, if adversely determined, could reasonably be likely to singly or collectively (A) impair the validity or enforceability of this Agreement or any of the other Loan Documents or otherwise have a Material Adverse Effect;, or (B) result in a Lien on any portion of the Premises; and/or (giv) any change in ACRC Seller’s status as either notice received from any Governmental Authority asserting a domestic partnership violation of any material Legal Requirement and any correspondence to or a disregarded entity from Borrower with respect thereto. Without limiting the generality of a domestic corporationthe foregoing, in each case Borrower will transmit to Lender, immediately upon receipt thereof, any communication (addressed to Borrower or any Affiliate of Borrower) which relates to matters which could adversely affect Lender's security for U.S. federal income tax purposes; or (h) the Loan or could have an adverse effect on the financial condition of Borrower and/or any change in Guarantor’s status as a REITother Significant Party, and will promptly respond fully to any inquiry of Lender made with respect thereto.

Delivery of Notices. Each Seller shall promptly (and in no event later than one (1) Business Day from the date that Seller has Knowledge of each such occurrence) notify Buyer and any other Affiliated Hedge Counterparty of the occurrence of any of the following of which such Seller has Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation Breach; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material default under or related to a Purchased Asset, any Purchased Asset Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim any Servicer under pursuant to the related Servicing Agreement; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor Guarantor, Manager or any Specified Affiliate Intermediate Starwood Entity, and any downgrade in or withdrawal of such rating once established; (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor or Guarantor, any Specified Affiliate, Purchased Asset, Pledged Collateral or underlying any Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REIT.

Delivery of Notices. Each Seller shall promptly immediately notify Buyer of the occurrence of any of the following of which such Seller has Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation Breach; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default under any Repurchase Document, or material default under or related to a Purchased Asset, any Purchased Asset Mortgage Loan Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim Servicer or Asset Manager under the Servicing Agreement or Asset Management Agreement, respectively, with respect to any Purchased Asset; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Servicer, Guarantor or any Specified Affiliate of thereof and any downgrade in or withdrawal of such rating once established; (f) promptly upon Knowledge thereof, notice of any change in Guarantor’s status as a REIT; (1) any Reportable Event or failure to meet the minimum funding standard of Section 412 of the Code or Sections 302 or 303 of ERISA, including the failure to make on or before its due date a required installment under Section 430(j) of the Code or Section 303(j) of ERISA, or any request for a waiver under Section 412(c) of the Code for any Plan; a notice of intent to terminate any Plan or any action taken by Seller, Guarantor or an ERISA Affiliate to terminate any Plan or the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by Seller, Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan; the complete or partial withdrawal from a Multiemployer Plan by Seller, Guarantor or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by Seller, Guarantor or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA or the institution of a proceeding by a fiduciary of any Multiemployer Plan against Seller, Guarantor or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part; and (h) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor or any Specified AffiliateAffiliate thereof, Purchased Asset, Pledged Collateral Asset or underlying Mortgaged Property (excluding routine foreclosure or bankruptcy actions relating to such Mortgaged Property, ) (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Mortgage Loan Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REIT.

Delivery of Notices. Each Seller shall promptly notify Buyer of the occurrence of any of the following of which such Seller has KnowledgeKnowledge within one (1) Business Day of the occurrence thereof, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation Breach; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material default under or related to a any Purchased Asset, any Purchased Asset Document, or any Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim any Servicer under the any Servicing AgreementAgreement with respect to any Purchased Asset; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor Seller or any Specified Affiliate of its Affiliates and any downgrade in or withdrawal of such rating once established;; and (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor Seller or any Specified Affiliateof its Affiliates, or any Purchased Asset, Pledged Collateral or underlying any Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REIT.

Delivery of Notices. Each Seller shall promptly (and in no event later than one (1) Business Day from the date of each such occurrence) notify Buyer of the occurrence of any of the following of which such Seller has Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation Breach; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials Material of Environmental Concern, Concern or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material default under or related to a Purchased Asset, any Purchased Asset Mortgage Loan Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim Sub-Servicer under the Sub-Servicing Agreement; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor Guarantor, Manager or any Specified Affiliate Intermediate Starwood Entity, and any downgrade in or withdrawal of such rating once established; (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor Guarantor, any Purchased Asset or any Specified Affiliate, Purchased Asset, Pledged Collateral or underlying Underlying Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Mortgage Loan Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect;; and (g) any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity promptly upon Knowledge thereof, notice of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REIT.

Delivery of Notices. Each Seller shall promptly shall, within two (2) Business Days, notify Buyer of the occurrence of any of the following of which such Seller has Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation BreachBreach or breach of any MTM Representation, other than an Approved Representation Exception; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Underlying Mortgaged Property: material change in Market ValueValue (as determined in Seller’s reasonable judgment), material loss or damage, material licensing or permit issuesviolations or, material violation to Seller’s, Pxxxxxx’s, Originator’s or Guarantor’s Actual Knowledge, potential violations of any Requirements of Law, or, to Seller’s, Pledgor’s, Originator’s or Guarantor’s Knowledge, any discharge of or damage from Materials of Environmental Concern, Concern or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material default under or related to a Purchased Asset, any Purchased Asset Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim any Servicer (other than Buyer or an Affiliate of Buyer) under the any Servicing AgreementAgreement with respect to any Purchased Asset; (e) the establishment of a public rating by any Rating Agency applicable to any Seller, Guarantor Pledgor, Originator or any Specified Affiliate Guarantor, and any downgrade in or withdrawal of such rating once established; (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority Authority, or any material suit or claim relating to any federal or other material Taxes, whether pending or, to the Knowledge of Seller, Guarantor, Sub-Advisor or any Relevant Company, threatened by any Governmental Authority, that (i) affects any Seller, Guarantor or Guarantor, Sub-Advisor any Specified AffiliateRelevant Company, any Purchased Asset, the Pledged Collateral or underlying any Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any for each change in ACRC Seller’s status as either a domestic partnership or a disregarded entity the Book Value of a domestic corporation, any Purchased Asset (but not more frequently than once in each case for U.S. federal income tax purposescalendar month), the amount of each such change, which notice shall also indicate the percentage of each such change (if any) caused by a change in credit spreads; orand (h) any each change in Guarantor’s status as a REITthe location of its principal place of business and chief executive office, from the location referred to in Section 7.17.

Delivery of Notices. Each Seller shall promptly immediately notify Buyer of the occurrence of any of the following of which such Seller has Knowledgeknowledge, together and, other than with respect to clauses (d) and (e) below, provide a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation Breach; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Mortgaged PropertyAsset: material change in Market Valueloss, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, in the aggregate, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Default or Event of Default or material default under or related to a Purchased Asset, any Purchased Asset DocumentDefault, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim Servicer any Servicer, of which Seller has knowledge, under the any Servicing AgreementAgreement with respect to any Purchased Asset; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor Seller or any Specified Affiliate of Seller and any downgrade in or withdrawal of such rating once established; (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor Seller or any Specified Affiliate, Affiliate of Seller or Purchased Asset (but not with respect to underlying mortgage loans associated with a Purchased Asset, Pledged Collateral or underlying Mortgaged Property), (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Transaction or Purchased Asset or any Purchased Asset DocumentAsset, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REIT.

Delivery of Notices. Each Seller shall promptly notify Buyer of the occurrence of any of the following of which such Seller has Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation Breach; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Asset, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s 's assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material default under or related to a Purchased Asset, any Purchased Asset Mortgage Loan Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim Servicer under the Servicing Agreement; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor or any Specified Affiliate and any downgrade in or withdrawal of such rating once established; (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor or any Specified Affiliate, Purchased Asset, Pledged Collateral or underlying Underlying Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Mortgage Loan Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any change in ACRC Seller’s 's status as either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; or; (h) any change change, at any time before a Substitute Guarantor Event, in Guarantor’s 's status as a disregarded entity of either a domestic partnership or a domestic corporation, in each case for U.S. federal income tax purposes; or (i) any change, at any time after a Substitute Guarantor Event, in Substitute Guarantor's status as a REIT.

Delivery of Notices. Each Seller shall promptly (and in no event later than one (1) Business Day from the date of each such occurrence) notify Buyer and any other Affiliated Hedge Counterparty of the occurrence of any of the following of which such Seller has Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller has taken or proposes to take with respect thereto: (a) a Representation Breach; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials Material of Environmental Concern, Concern or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material default under or related to a Purchased Asset, any Purchased Asset Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim Sub-Servicer under the Servicing and Sub-Servicing Agreement; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor Guarantor, Manager or any Specified Affiliate Intermediate Starwood Entity, and any downgrade in or withdrawal of such rating once established; (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor Guarantor, any Purchased Asset or any Specified Affiliate, Purchased Asset, Pledged Collateral or underlying Underlying Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect;; and (g) any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity promptly upon Knowledge thereof, notice of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REIT.

Delivery of Notices. Each Seller shall promptly notify Buyer of the occurrence of any of the following of which such Seller or any other Repurchase Party has Knowledge, together with a certificate of a Responsible Officer of such Seller setting forth details of such occurrence and any action such Seller Seller, Guarantor or Pledgor has taken or proposes to take with respect thereto: (a) a Representation BreachBreach other than an Approved Representation Exception; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Underlying Mortgaged Property: material change in Market Value, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Concern in violation of Environmental Laws or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Assetflow, and (ii) with respect to any Seller: violation of Requirements of LawLaw (including but not limited to licensing laws), material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Servicer Event of Default, Default or Event of Default or material of any default under or related to a Purchased Asset, any Purchased Asset Mortgage Loan Document, Purchase Agreement, Irrevocable Redirection Notice or any Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim Servicer under the Servicing Agreement;(other than Buyer or an Affiliate of Buyer); CHAR1\1716309v16 (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor or any Specified Affiliate of Seller or Guarantor and any downgrade in or withdrawal of such rating once established;; and (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor Seller or any Specified Affiliateother Repurchase Party, any Purchased Asset, Underlying Mortgaged Property or the Pledged Collateral or underlying Mortgaged PropertyCollateral, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Pledged Collateral, Purchased Asset or any Purchased Asset Mortgage Loan Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a Material Adverse Effect; (g) any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REIT.

Delivery of Notices. Each Seller Borrower shall promptly notify Buyer of the occurrence promptly, but in no event later than five (5) days after Borrower becomes aware of any of the following of which such Seller has Knowledgeevents, furnish a written notice to Lender (together with a certificate the applicable correspondence and papers relating thereto) specifying the nature and period of a Responsible Officer existence of such Seller setting forth details of such occurrence and any condition or event and, with respect to events described in clause (a) immediately below, what action such Seller has taken Borrower is taking or proposes to take with respect thereto:thereto (compliance with the provisions of this Section 4.24 shall not be deemed or construed to constitute a waiver of or consent to any Default or Event of Default of which Borrower has given Lender notice pursuant to this Section 4.24): (a) a Representation Breachany Default hereunder or under any of the other Loan Documents, or any Event of Default; (b) any default or event of default (or any terms of similar import) under any of the following: Mortgage Loan Documents; (i) any receipt or delivery by Borrower or any Borrower Affiliate of a notice of default or termination, (ii) any proposed action with respect to any Purchased Asset default, (iii) any failure by any Person to perform any material obligation, maintain any material representation or related underlying Mortgaged Property: warranty or satisfy any material change condition, in Market Valueeach instance, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concernin connection with any Lease, any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Asset, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material default under or related to a Purchased AssetManagement Agreement, any Purchased Asset DocumentContract, Indebtednessany Easement, Guarantee Obligation any recorded instrument or Contractual Obligation of any SellerPermit; (d) the resignation filing of any action, suit or termination of Interim Servicer under proceeding against or affecting Borrower, any other Significant Party, any Borrower Affiliate, the Servicing Agreement; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor Collateral or any Specified Affiliate and any downgrade in or withdrawal of such rating once established; (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor or any Specified Affiliate, Purchased Asset, Pledged Collateral or underlying Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iii) individually or in the aggregateProperties that, if adversely determined, could reasonably be likely (i) impair the validity or enforceability of this Agreement or any of the other Loan Documents or the ability of Borrower, any Borrower Affiliate or any other Significant Party to perform their respective obligations hereunder, thereunder or under the Mortgage Loan Documents, (ii) have a Material Adverse Effect;material adverse effect on the value of any Collateral or the Properties or their respective current use, or (iii) result in a Lien on the Collateral or any of the Properties; and/or (ge) any change in ACRC Seller’s status as either notice received from any Governmental Authority asserting a domestic partnership violation of any material Legal Requirement and any correspondence to or from Borrower, any other Significant Party, any Borrower Affiliate, or any Manager with respect thereto. Without limiting the generality of the foregoing, Borrower shall transmit or cause to be transmitted to Lender, immediately upon receipt thereof, any communication (addressed to Borrower, any Borrower Affiliate or any Affiliate of Borrower or any Borrower Affiliate) which relates to matters which could adversely affect Lender's security for the Loan or could have a disregarded entity material adverse effect on the Collateral, any Property, the financial condition of a domestic corporationBorrower, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REITother Significant Party and/or any Borrower Affiliate, and shall promptly respond fully to any inquiry of Lender made with respect thereto.

Delivery of Notices. Each Seller Borrower shall promptly (but in any event within five (5) Business Days) notify Buyer Lender of the occurrence of any of the following of which such Seller Borrower has Knowledge, together with a certificate of a Responsible Officer of such Seller Borrower setting forth details of such occurrence and any action such Seller Borrower has taken or proposes to take with respect thereto: (a) a Representation BreachProperty Material Adverse Effect, including as a result of receipt by a Relevant Party of a notice of default or other material matter with respect to a Lease Agreement, that, in each case, could reasonably be expected to result in such Borrowing Base Property being deemed to not be an Eligible Property; (b) any of the following: (i) with respect to any Purchased Asset or related underlying Mortgaged Borrowing Base Property: material change in Market Value, a material loss or damage, material licensing licensing, zoning or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, Hazardous Substances or any other actual or expected event or change in circumstances that could reasonably be expected to result in have a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted AssetProperty Material Adverse Effect, and (ii) with respect to any SellerRelevant Party: a violation of Requirements of Law, material decline in the value of a Sellersuch Relevant Party’s assets or properties, an Internal Control Event or other event or circumstance circumstance, in each case, that has resulted in a Material Adverse Effect; (c) [Reserved]; (1) the existence of any Default or Event of Default, or (2) any breach or default under any Indebtedness with an aggregate outstanding principal amount, individually or in the aggregate, in excess of $1,000,000 or Contractual Obligation of Borrower, which, in the case of a Contractual Obligation, could reasonably be expected to have a Material Adverse Effect; (c) the existence of any Default, Event of Default or material default under or related to a Purchased Asset, any Purchased Asset Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (de) the resignation or termination of Interim Servicer Asset Manager under the Servicing any Management Agreement; (e) the establishment of a rating by any Rating Agency applicable , in each case, with respect to any Seller, Guarantor or any Specified Affiliate and any downgrade in or withdrawal of such rating once establishedBorrowing Base Property; (f) [Reserved]; (1) any Reportable Event or failure to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, including the failure to make on or before its due date a required installment under Section 430(j) of the Code or Section 303(j) of ERISA, or any request for a waiver under Section 412(c) of the Code for any Plan; a notice of intent to terminate any Plan or any action taken by any Relevant Party or any ERISA Affiliate to terminate any Plan or the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by any Relevant Party or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan; the complete or partial withdrawal from a Multiemployer Plan by any Relevant Party or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by any Relevant Party or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA or the institution of a proceeding by a fiduciary of any Multiemployer Plan against any Relevant Party or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 120 days; and the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part; and (h) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, audit, investigation or other legal or arbitrable proceedings by or before any Governmental Authority that (i) affects any Seller, Guarantor or any Specified Affiliate, Purchased Asset, Pledged Collateral or underlying Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Loan Document, or (iiiii) individually or in the aggregate, if adversely determined, could reasonably be likely expected to have a Material Adverse Effect; (g) any change in ACRC Seller’s status as either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; or (h) any change in Guarantor’s status as a REIT.

Delivery of Notices. Each Seller shall promptly notify Buyer of the occurrence Borrower will promptly, but in no event later than ten (10) days after Borrower becomes aware of any of the following of which such Seller has Knowledgeevents, furnish a written notice to Lender (together with a certificate the applicable correspondence and papers relating thereto) specifying the nature and period of a Responsible Officer existence of such Seller setting forth details of such occurrence and any condition or event and, with respect to events described in clause (i) below, what action such Seller has taken Borrower is taking or proposes to take with respect thereto:thereto (compliance with the provisions of this Section 5.6 shall not be deemed or construed to constitute a waiver of or consent to any default or Event of Default of which Borrower has given Lender notice pursuant to this Section 5.6): (ai) a Representation Breachany default hereunder or under any of the other Loan Documents or any Event of Default; (bii) receipt or delivery by Borrower of a notice of default or termination, any of the following: (i) proposed action with respect to any Purchased Asset default or related underlying Mortgaged Property: any failure by any Person to perform any material change obligation, maintain any material representation or warranty or satisfy any material condition in Market Valueconnection with any Lease, material loss or damage, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concernthe Management Agreement, any other actual Easement, a recorded instrument or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Asset, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse EffectPermit; (ciii) the existence filing of any Default, Event of Default or material default under or related to a Purchased Asset, any Purchased Asset Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim Servicer under the Servicing Agreement; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor or any Specified Affiliate and any downgrade in or withdrawal of such rating once established; (f) the commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation suit or other legal proceeding against or arbitrable proceedings before any Governmental Authority that (i) affects any Seller, Guarantor affecting Borrower or any Specified Affiliate, Purchased Asset, Pledged Collateral or underlying Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iii) individually or in the aggregateapplicable Individual Property that, if adversely determined, could reasonably be likely to (A) impair the validity or enforceability of this Agreement or any of the other Loan Documents, (B) have a Material Adverse Effect;, or (C) result in a Lien on any portion of the applicable Individual Property; and (giv) any change in ACRC Seller’s status as either notice received from any Governmental Authority asserting a domestic partnership violation of any material Legal Requirement and any correspondence to or from Borrower with respect thereto. Without limiting the generality of the foregoing, Borrower will transmit to Lender, immediately upon receipt thereof, any communication (addressed to Borrower or any Affiliate of Borrower) which relates to matters which could materially adversely affect Lender's security for the Loan or have a disregarded entity material adverse effect on the financial condition of a domestic corporationBorrower, in each case for U.S. federal income tax purposes; or (h) and/or any change in Guarantor’s status as a REITother Significant Party, and will promptly respond fully to any inquiry of Lender made with respect thereto.

Delivery of Notices. Each Seller shall promptly notify Buyer of the occurrence (a) Borrower will promptly, but in no event later than five (5) Business Days after Borrower becomes aware of any of the following of which such Seller has Knowledgeevents, furnish a written notice to Administrative Agent (together with a certificate the applicable correspondence and papers relating thereto) specifying the nature and period of a Responsible Officer existence of such Seller setting forth details of such occurrence and any condition or event and, with respect to events described below, what action such Seller has taken Borrower is taking or proposes to take with respect thereto:thereto (compliance with the provisions of this Section 7.15 shall not be deemed or construed to constitute a waiver of or consent to any Default or Event of Default of which Borrower has given Lender notice pursuant to this Section 7.15): (ai) a Representation Breachthe occurrence of any Default or any Event of Default hereunder or under any of the other Loan Documents; (bii) (A) the occurrence of any event of default under any Pledged Asset Document, (B) any receipt or delivery by Borrower of a notice of default or termination under any Pledged Asset Document, (C) any request by any Underlying Borrower or any other Person for any consent or approval required to be given by Borrower under any of the following: Pledged Asset Documents as to which the Administrative Agent or Lenders have a consent right hereunder, (iD) any request by any Underlying Borrower or any other Person for any waiver by Borrower of any provision of any of the Pledged Asset Documents as to which the Administrative Agent or Lenders have a consent right hereunder, (E) any proposed action with respect to any Purchased material default under any of the Pledged Asset Documents, or related underlying Mortgaged Property: material change in Market Value(F) the occurrence of any breach of any representation or warranty by any Underlying Borrower under any Pledged Asset Document; (iii) any event of default under any Contractual Obligation of Borrower or any Guarantor which, material loss or damageif not cured, material licensing or permit issues, material violation of Requirements of Law, discharge of or damage from Materials of Environmental Concern, any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in value or cash flow or if any Purchased Asset becomes a Defaulted Asset, and (ii) with respect to any Seller: violation of Requirements of Law, material decline in the value of a Seller’s assets or properties, an Internal Control Event or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (civ) the existence any written notice received from any Governmental Authority asserting a violation of any Default, Event of Default or material default under or related to a Purchased Asset, any Purchased Asset Document, Indebtedness, Guarantee Obligation or Contractual Obligation of any Seller; (d) the resignation or termination of Interim Servicer under the Servicing Agreement; (e) the establishment of a rating by any Rating Agency applicable to any Seller, Guarantor or any Specified Affiliate Legal Requirement and any downgrade in correspondence to or withdrawal of such rating once established; (f) the commencement offrom Borrower and/or any Underlying Borrower with respect thereto, settlement of or material judgment in and any other litigation, action, suit, arbitration, investigation or other legal proceeding which may exist at any time between Borrower or arbitrable proceedings before any Guarantor and any Governmental Authority that (i) affects any Seller, Guarantor or any Specified Affiliate, Purchased Asset, Pledged Collateral or underlying Mortgaged Property, (ii) questions or challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased Asset or any Purchased Asset Document, or (iii) individually or in the aggregatewhich, if adversely determined, could reasonably be likely expected to have a Material Adverse Effect; (gv) any litigation or proceeding affecting Borrower, any Guarantor or any Pledged Asset that, if adversely determined, could reasonably be expected to have a Material Adverse Effect; (vi) the filing of any action, suit or proceeding against or affecting Borrower, any Guarantor, any Underlying Borrower or any Underlying Property that, if adversely determined, could singly or collectively (A) impair the validity or enforceability of any of the Pledged Asset Documents, (B) have a material adverse effect on the value of the Collateral, the Underlying Collateral or any of the Underlying Properties or their respective current uses, or (C) result in a Lien on any portion of the Collateral, the Underlying Collateral or any of the Underlying Properties; (vii) any material amendment to its Governing Documents (for the purposes of this Section 7.15, any amendment of the single purpose, separateness or bankruptcy remote provisions or requirements of its Governing Documents shall be deemed to be a material amendment) within thirty (30) days following the effective date of such amendment; provided that any such material amendment or other modification shall not be binding upon the Lenders unless and until the Administrative Agent shall have received and approved such amended or modified Governing Documents; (viii) any change in ACRC SellerBorrower’s status as either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes; ororganizational identification number; (hix) any change in GuarantorBorrower’s status as organizational structure; (x) any Conveyance of any interest, direct or indirect, in Borrower (exclusive of any transfers of publicly traded securities of Ashford REIT or any issuance or conveyance of partnership units in Ashford OP that are convertible into securities of Ashford REIT) or any Pledged Asset ; and/or (xi) any development or event that has had or could reasonably be expected to have a REITMaterial Adverse Effect. (b) Each notice pursuant to this Section shall be accompanied by an Officer’s Certificate of Borrower setting forth details of the occurrence referred to therein and stating what action Borrower proposes to take with respect thereto. (c) Without limiting the generality of the foregoing, Borrower will transmit to Administrative Agent: (i) immediately upon receipt thereof, a copy of any notice required to be given to Borrower by any Person pursuant to any Pledged Asset Document; provided that, solely with respect to any notice from an Underlying Borrower, Borrower shall provide Administrative Agent with a copy thereof only to the extent that Administrative Agent or any Lender is required or permitted to take any action with respect thereto under this Agreement or Administrative Agent’s or any Lender’s consent is required hereunder for Borrower to take any action with respect to such matter; (ii) promptly, but in no event later than five (5) Business Days after Borrower receives the same, a copy of any other report, statement, certificate, financial statement, budget, investigation, study, audit, test, review or other analyses, received by Borrower or any Affiliate of Borrower relating to the Collateral, the Underlying Collateral or the Underlying Properties; and (iii) upon receipt of same, each budget for each Underlying Property prepared by or on behalf of any Underlying Borrower.