Common use of Notice of Material Events Clause in Contracts

Notice of Material Events. To the extent not otherwise prohibited from disclosing, Seller shall promptly inform Purchaser and Agent in writing of any of the following of which any Responsible Officer is aware: (i) any Default, Event of Default by Seller of any material obligation under any Program Document or any Servicer Termination Event,; (ii) any material adverse change in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q) hereof, with copy of evidence of same attached; (iii) the commencement of, or any determination in, any material dispute, litigation, investigation, proceeding, sanctions or suspension between Seller, on the one hand, and any Governmental Authority or any other Person, on the other (other than any investigation or proceeding conducted in the ordinary course of business by a state licensing authority) that is reasonably likely to have a Material Adverse Effect; (iv) any material change in accounting policies or financial reporting practices of Seller which could reasonably be expected to have a Material Adverse Effect; (v) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to Seller; (vi) any material modifications to Seller’s underwriting or acquisition guidelines that relate to Mortgage Loans that are not Agency Mortgage Loans; (vii) any changes to Seller’s corporate leverage covenant; (viii) any penalties, sanctions or charges levied, or threatened in writing to be levied, against Seller or any change, or change threatened in writing, in Approval status, or actions taken, or threatened in writing to be taken, against Seller by or disputes in writing between Seller and any Applicable Agency, or any supervisory or regulatory Governmental Authority (including, but not limited to HUD, FHA and VA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller (which, in the event of a Governmental Authority, could reasonably be expected to have a Material Adverse Effect); (ix) any Change in Control of Seller; (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian; or (xi) change in Seller’s name, type of organization or jurisdiction of organization (or the organizational identification number, if any, issued by such jurisdiction to Seller), its chief place of business and chief executive office, as set forth in Section 13(s) and in the Master Netting Agreement, without at least ten (10) days’ prior written notice to Purchaser.

Notice of Material Events. To the extent not otherwise prohibited from disclosing, Seller shall promptly inform Purchaser and Agent in writing of any of the following of which any Responsible Officer is awarefollowing: (i) any Default, Event of Default by Seller or Guarantor or any other Person (other than Purchaser or Purchaser’s Affiliates) of any material obligation under any Program Document Document, or the occurrence or existence of any event or circumstance that Seller reasonably expects will with the passage of time become a Default, Event of Default by Seller or any Servicer Termination Event,other Person; (ii) any material adverse change in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q) hereof, or any other Person pursuant to any Program Document, with copy of evidence of same attached; (iii) the commencement of, or any determination in, any material dispute, litigation, investigation, proceeding, sanctions or suspension between SellerSeller or Guarantor, on the one hand, and any Governmental Authority (or any other Person, but only with respect to material litigation), on the other (other than any investigation or proceeding conducted in the ordinary course of business by a state licensing authority) that is reasonably likely to have a Material Adverse Effectother; (iv) any material change in accounting policies or financial reporting practices of Seller which could reasonably be expected to have a Material Adverse Effect; (v) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to Seller; (vi) any material modifications to the Seller’s underwriting or acquisition guidelines that relate to Mortgage Loans that are not Agency Mortgage Loansguidelines; (vii) any changes to Seller’s corporate leverage covenant[RESERVED]; (viii) upon Seller becoming aware of any penalties, sanctions or charges levied, or threatened in writing to be leviedlevied (which in the case of any penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material), against Seller or any change, change or threatened change threatened in writing, in Approval status, or actions takenthe commencement of any non-routine audit, investigation, or threatened in writing to be taken, the institution of any action or the threat of institution of any action against Seller by any Agency, HUD, FHA or disputes in writing between Seller and VA or any Applicable Agencyother agency, or any supervisory or regulatory Governmental Government Authority (including, but not limited to HUD, FHA and VA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller (which, in the event of a Governmental Authority, could reasonably be expected to have a Material Adverse Effect)Seller; (ix) any consolidation or merger of Seller, any Change in Control of Seller;, or any sale of all or substantially all of Seller’s Property; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian; or (xi) change in Seller’s name, type of organization or jurisdiction of organization (or the organizational identification number, if any, issued by such jurisdiction to Seller), its chief place of business and chief executive office, as set forth in Section 13(s) and in the Master Netting Agreement, without at least ten (10) days’ prior written notice to Purchaser.

Notice of Material Events. To As soon as possible and in any event within five (5) days after the extent not otherwise prohibited from disclosing, Seller shall promptly inform Purchaser and Agent in writing of Borrower or any of the following of which any Responsible Officer is awareother Loan Party obtains knowledge thereof: (i) the occurrence of each Default or any event, development or occurrence reasonably likely to have a Material Adverse Effect or to materially impair or interfere with the operations of any Frac Fleet, a written statement of a Responsible Officer of the Borrower setting forth details of such Default, Event of Default by Seller of any material obligation under any Program Document event, development or any Servicer Termination Event,occurrence and the action that the Borrower has taken and proposes to take with respect thereto; (ii) any material adverse change in the insurance coverage breach or default, any allegation of Seller as required to be maintained pursuant to Section 14(q) hereof, with copy of evidence of same attached; (iii) the commencement ofbreach or default, or any determination inevent, development or occurrence under any material disputeMaterial Contract, litigationto the extent such breach or default, investigation, proceeding, sanctions or suspension between Seller, on the one hand, and any Governmental Authority or any other Person, on the other (other than any investigation or proceeding conducted in the ordinary course of business by a state licensing authority) that allegation thereof is reasonably likely to have a Material Adverse EffectEffect (or to materially impair or interfere with the operations of any Frac Fleet for longer than three (3) months), a written statement of an officer of the Borrower setting forth details of such breach, default, allegation, event, development or occurrence and the action that the Borrower has taken and proposes to take with respect thereto; (iii) receipt of any written notice of any investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Loan Party or any Subsidiary that (i) seeks damages in excess of $5,000,000, (ii) seeks injunctive relief, (iii) alleges criminal misconduct by any Loan Party or any Subsidiary, or (iv) asserts liability on the part of any Loan Party or any Subsidiary in excess of $5,000,000 in respect of any tax, fee, assessment, or other governmental charge; (iv) any material change in accounting policies Lien (other than Liens permitted under this Agreement) or financial reporting practices claim made or asserted against any of Seller which could reasonably be expected to have a Material Adverse Effectthe Collateral; (v) any event, circumstance change in any Loan Party’s information set forth on Schedule 4.01(b) or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to Seller; (viSchedule 4.01(c) any material modifications to Seller’s underwriting or acquisition guidelines that relate to Mortgage Loans that are not Agency Mortgage Loans; (vii) any changes to Seller’s corporate leverage covenant; (viii) any penalties, sanctions or charges levied, or threatened in writing to be levied, against Seller or any change, or change threatened in writing, in Approval status, or actions taken, or threatened in writing to be taken, against Seller by or disputes in writing between Seller and any Applicable Agency, or any supervisory or regulatory Governmental Authority (including, but not limited to HUD, FHA and VA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller (which, information provided in the event Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of a Governmental Authority, could reasonably be expected to have a Material Adverse Effect); (ix) any Change beneficial owners identified in Control of Seller; (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian; or (xi) change in Seller’s name, type of organization or jurisdiction of organization (or the organizational identification number, if any, issued by such jurisdiction to Seller), its chief place of business and chief executive office, as set forth in Section 13(s) and in the Master Netting Agreement, without at least ten (10) days’ prior written notice to Purchasercertification.

Notice of Material Events. To the extent not otherwise prohibited from disclosing, Seller shall promptly inform Purchaser and Agent in writing of any of the following of which any Responsible Officer is awarefollowing: (i) any Default, Event of Default by Seller or any other Person (other than Purchaser or Purchaser’s Affiliates) of any material obligation under any Program Document Document, or the occurrence or existence of any event or circumstance that Seller reasonably expects will with the passage of time become a Default, Event of Default by Seller or any Servicer Termination Event,other Person; (ii) any material adverse change in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q) hereof, or any other Person pursuant to any Program Document, with copy of evidence of same attached; (iii) the commencement of, or any determination in, any material dispute, litigation, investigation, proceeding, sanctions or suspension between Seller, on the one hand, and any Governmental Authority or any other Person, on the other (other than any investigation or proceeding conducted in the ordinary course of business by a state licensing authority) that is reasonably likely to have a Material Adverse Effectother; (iv) any material change in accounting policies or financial reporting practices of Seller which could reasonably be expected to have a Material Adverse Effect; (v) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to Seller; (vi) any material modifications to the Seller’s underwriting or acquisition guidelines that relate to Mortgage Loans that are not Agency Mortgage Loansguidelines; (vii) any changes financial covenants or margin maintenance requirements Seller becomes subject to Seller’s corporate leverage covenantor any change or modification to, or waiver of compliance with, any financial covenants or margin maintenance requirements Seller is obligated to comply with, in either case, under any agreement for Indebtedness; (viii) any penalties, sanctions or charges levied, or threatened in writing to be levied, against Seller or any change, or change threatened in writingchange, in Approval status, or actions taken, or threatened in writing to be taken, against Seller by or disputes in writing between Seller and any Applicable Agency, or any supervisory or regulatory Governmental Government Authority (including, but not limited to HUD, FHA and VA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller (which, in the event of a Governmental Authority, could reasonably be expected to have a Material Adverse Effect)Seller; (ix) any consolidation or merger of Seller, any Change in Control of Seller;, or any sale of all or substantially all of Seller’s Property; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian; or (xi) change in Seller’s name, type of organization or jurisdiction of organization (or the organizational identification number, if any, issued by such jurisdiction to Seller), its chief place of business and chief executive office, as set forth in Section 13(s) and in the Master Netting Agreement, without at least ten (10) days’ prior written notice to Purchaser.

Notice of Material Events. To the extent not otherwise prohibited from disclosing, Seller shall promptly inform Purchaser and Agent in writing of any of the following of which any Responsible Officer is aware: (i) any Default, Event of Default by Seller of any material obligation under any Program Document or any Servicer Termination Event,, or any default or event of default (howsoever defined thereunder) for an amount equal to or greater than [***] by Seller under any Other Agreement; (ii) Seller’s failure to comply with any financial covenant or margin maintenance requirement under any agreement for Indebtedness; (iii) any material adverse change decrease in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q) hereof, or any other Person pursuant to any Program Documents, with copy of evidence of same attached; (iiiiv) the commencement of, or any determination in, any material dispute, litigation, investigation, proceeding, sanctions or suspension between SellerSeller or its Parent Company, on the one hand, and any Governmental Authority or any other Person, on the other (other than any investigation other, which is equal to or proceeding conducted exceeds [***] in the ordinary course of business by a state licensing authority) that is reasonably likely to have a Material Adverse Effectaggregate; (ivv) any material change in accounting policies or financial reporting practices of Seller which could reasonably be expected to have a Material Adverse Effect; (vvi) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to Seller; (vivii) any material modifications to Seller’s underwriting or acquisition guidelines that relate other than changes made in conformity to Mortgage Loans that are not Agency Mortgage Loans; (vii) any changes to Seller’s corporate leverage covenantmade by Agencies; (viii) if Seller’s, to the extent it is a Servicer, HUD ranking falls below “Tier 2” lender; (ix) any penalties, sanctions or charges levied, or threatened in writing to be levied, against Seller or any Servicer or any change, or change threatened in writingthreatened, in Approval status, or actions taken, or threatened in writing to be taken, against Seller or Servicer by or disputes in writing between Seller or Servicer and any Applicable Agency, or any supervisory or regulatory Governmental Authority (including, but not limited to HUD, FHA and VA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller or any Servicer (which, in the event of a Governmental Authority, could reasonably be expected to have a Material Adverse Effect);; or (ixx) any Change in Control of Seller; (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian; or (xi) change in Seller’s name, type of organization or jurisdiction of organization (or the organizational identification number, if any, issued by such jurisdiction to Seller), its chief place of business and chief executive office, as set forth in Section 13(s) and in the Master Netting Agreement, without at least ten (10) days’ prior written notice to Purchaser.

Notice of Material Events. To the extent not otherwise prohibited from disclosing, Seller shall promptly inform Purchaser Purchasers and Agent in writing of any of the following of which any Responsible Officer is awarefollowing: (i) any Default, Event of Default by Seller or any other Person (other than Purchasers or Purchasers' Affiliates) of any material obligation under any Program Document Document, or the occurrence or existence of any event or circumstance that Seller reasonably expects will with the passage of time become a Default, Event of Default by Seller or any Servicer Termination Event,other Person; (ii) any material adverse change in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q) hereof, or any other Person pursuant to any Program Document, with copy of evidence of same attached; (iii) the commencement of, or any determination in, any material dispute, litigation, investigation, proceeding, sanctions or suspension between SellerSeller or its Parent Company, on the one hand, and any Governmental Authority or any other Person, on the other (other than any investigation or proceeding conducted in the ordinary course of business by a state licensing authority) that is reasonably likely to have a Material Adverse Effectother; (iv) any material change in accounting policies or financial reporting practices of Seller which could reasonably be expected to have a Material Adverse Effect; (v) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to Seller; (vi) any material modifications to the Seller’s 's underwriting or acquisition guidelines that relate to Mortgage Loans that are not Agency Mortgage Loansguidelines; (vii) any changes financial covenants or margin maintenance requirements Seller becomes subject to Seller’s corporate leverage covenantor any change or modification to, or waiver of compliance with, any financial covenants or margin maintenance requirements Seller is obligated to comply with, in either case, under any agreement for Indebtedness; (viii) any penalties, sanctions or charges levied, or threatened in writing to be levied, against Seller or any change, or change threatened in writingchange, in Approval status, or actions taken, or threatened in writing to be taken, against Seller by or disputes in writing between Seller and any Applicable Agency, or any supervisory or regulatory Governmental Government Authority (including, but not limited to HUD, FHA and VA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller (which, in the event of a Governmental Authority, could reasonably be expected to have a Material Adverse Effect)Seller; (ix) any Change in Control of Seller;; or (x) upon promptly after Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian; or (xi) change in Seller’s name, type of organization or jurisdiction of organization (or the organizational identification number, if any, issued by such jurisdiction to Seller), its chief place of business and chief executive office, as set forth in Section 13(s) and in the Master Netting Agreement, without at least ten (10) days’ prior written notice to Purchaser.

Notice of Material Events. To the extent not otherwise prohibited from disclosing, Seller shall promptly inform Purchaser Xxxxxxxxx and Agent in writing of any of the following of which any Responsible Officer is aware: (i) any Default, Event of Default by Seller of any material obligation under any Program Document or any Servicer Termination Event,, or any default or event of default by Seller under any Other Agreement, in each case, to the extent not waived or deemed not to exist after application of any applicable waiver or cure period; (ii) any material and adverse change in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q15(q) hereof, hereof with copy of evidence of same attached; (iii) the commencement of, or any determination in, any material dispute, litigation, investigation, proceeding, sanctions or suspension between SellerSeller or its Parent Company, on the one hand, and any Governmental Authority or any other Person, on the other (other than any investigation or proceeding conducted in the ordinary course of business by a state licensing authority) that is reasonably likely to have a Material Adverse Effectother; (iv) any material change in accounting policies or financial reporting practices of Seller which could reasonably be expected to have a Material Adverse Effect; (v) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to Seller; (vi) any material modifications to Seller’s underwriting or acquisition guidelines that relate to Mortgage Loans that are not Agency Mortgage Loansguidelines; (vii) any changes to upon Seller’s corporate leverage covenantbecoming aware of any Control Failure with respect to a Purchased Mortgage Loan or any eNote Replacement Failure; (viii) any penalties, sanctions or charges levied, or threatened in writing to be levied, against Seller or Servicer or any change, or change threatened in writing, in Approval status, or actions taken, or threatened in writing to be taken, against Seller or Servicer by or disputes in writing between Seller or Servicer and any Applicable Agency, or any supervisory or regulatory Governmental Authority (including, but not limited to HUD, FHA and VA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller or Servicer (which, in the event of a Governmental Authority, could reasonably be expected to have a Material Adverse Effect); (ix) any Change in Control of Seller;; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian; or (xi) change in Seller’s name, type of organization or jurisdiction of organization (or the organizational identification number, if any, issued by such jurisdiction to Seller), its chief place of business and chief executive office, as set forth in Section 13(s) and in the Master Netting Agreement, without at least ten (10) days’ prior written notice to Purchaser.

Notice of Material Events. To the extent not otherwise prohibited from disclosing, Seller shall promptly inform Purchaser and Agent in writing of any of the following of which any Responsible Officer is awarefollowing: (i) any Default, Event of Default by Seller or Guarantor or any other Person (other than Purchaser or Purchaser’s Affiliates) of any material obligation under any Program Document Document, or the occurrence or existence of any event or circumstance that Seller reasonably expects will with the passage of time become an Event of Default by Seller or any Servicer Termination Event,other Person; (ii) any material adverse change in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q14(o) hereof, or any other Person pursuant to any Program Document, with copy of evidence of same attached; (iii) the commencement of, or any determination in, any material dispute, litigation, investigation, proceeding, sanctions or suspension between SellerSeller or Guarantor, on the one hand, and any Governmental Authority or any other Person, on the other (other than any investigation or proceeding conducted in the ordinary course of business by a state licensing authority) that is reasonably likely to have a Material Adverse Effectother; (iv) any material change in accounting policies or financial reporting practices of Seller or Guarantor which could reasonably be expected to have a Material Adverse Effect; (v) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to SellerSeller or Guarantor; (vi) any material modifications to Seller’s the underwriting or acquisition guidelines that relate used by Seller with respect to Mortgage Loans that are not Agency the origination or acquisition of Eligible Mortgage Loans; (vii) any changes additional material Indebtedness incurred by Seller, including without limitation, any Indebtedness relating to Seller’s any mortgage servicing rights or corporate leverage covenantor servicing advances, (other than (i) the Existing Indebtedness in amounts not to exceed the amounts specified on Exhibit I hereto and (ii) usual and customary accounts payable for a mortgage company) without the prior written consent of Purchaser; (viii) any penalties, sanctions or charges levied, or threatened in writing to be levied, against Seller or any change, or change threatened in writingchange, in Approval status, or actions taken, or threatened in writing to be taken, against Seller by or disputes in writing between Seller and any Applicable Agency, or any supervisory or regulatory Governmental Government Authority (including, but not limited to HUD, FHA and VA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller (which, in the event of a Governmental Authority, could reasonably be expected to have a Material Adverse Effect);Seller; or (ix) any Change in Control of Seller; (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian; or (xi) change in Seller’s name, type of organization or jurisdiction of organization (or the organizational identification number, if any, issued by such jurisdiction to Seller), its chief place of business and chief executive office, as set forth in Section 13(s) and in the Master Netting Agreement, without at least ten (10) days’ prior written notice to PurchaserGuarantor.

Notice of Material Events. To the extent not otherwise prohibited from disclosing, Seller shall promptly inform Purchaser and Agent in writing of any of the following of which any Responsible Officer is awarefollowing: (i) any Default, Event of Default by Seller or Guarantor or any other Person (other than Purchaser or Purchaser’s Affiliates) of any material obligation under any Program Document Document, or the occurrence or existence of any event or circumstance that Seller reasonably expects will with the passage of time become a Default, Event of Default by Seller or any Servicer Termination Event,other Person; (ii) any material adverse change in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q) hereof, or any other Person pursuant to any Program Document, with copy of evidence of same attached; (iii) the commencement of, or any determination in, any material dispute, litigation, investigation, proceeding, sanctions or suspension between SellerGuarantor, Seller or its Parent Company, on the one hand, and any Governmental Authority (or any other Person, but only with respect to material litigation) on the other (other than any investigation or proceeding conducted in the ordinary course of business by a state licensing authority) that is reasonably likely to have a Material Adverse Effectother; (iv) any material change in accounting policies or financial reporting practices of Seller which could reasonably be expected to have a Material Adverse Effect; (v) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to SellerSeller or Guarantor; (vi) any material modifications to the Seller’s underwriting or acquisition guidelines that relate to Mortgage Loans that are not Agency Mortgage Loansguidelines; (vii) any changes more restrictive financial covenants or margin maintenance notice and compliance requirements Seller or Guarantor becomes subject to Seller’s corporate leverage covenantor any more restrictive change or modification to any financial covenants or margin maintenance notice and compliance requirements Seller or Guarantor is obligated to comply with, in either case, under any agreement for Indebtedness or any waiver of compliance with such financial covenants; (viii) any penalties, sanctions or charges levied, or threatened in writing to be levied, against Seller or any change, or change threatened in writingchange, in Approval status, or actions taken, or threatened in writing to be taken, against Seller by or disputes in writing between Seller and any Applicable Agency, or any supervisory or regulatory Governmental Government Authority (including, but not limited to HUD, FHA and VA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller (which, in the event of a Governmental Authority, could reasonably be expected to have a Material Adverse Effect)Seller; (ix) any consolidation or merger of Seller, any Change in Control of Seller or Guarantor, or any sale of all or substantially all of Seller;’s Property or Guarantor’s Property; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian; or (xi) change in Seller’s name, type of organization or jurisdiction of organization (or the organizational identification number, if any, issued by such jurisdiction to Seller), its chief place of business and chief executive office, as set forth in Section 13(s) and in the Master Netting Agreement, without at least ten (10) days’ prior written notice to Purchaser.

Notice of Material Events. To the extent not otherwise prohibited from disclosing, Seller and Guarantor shall promptly inform Purchaser and Agent in writing of any of the following of which any Responsible Officer is awarefollowing: (i) any Default, Event of Default by Seller or Guarantor of any material obligation under any Program Document Document, or the occurrence or existence of any event or circumstance that Seller reasonably expects will with the passage of time become a Default, Event of Default by Seller or any Servicer Termination Event,other Person; (ii) any material adverse change in the insurance coverage of Seller or Guarantor as required to be maintained pursuant to Section 14(q) hereof, or any other Person pursuant to any Program Document, with copy of evidence of same attached; (iii) the commencement of, or any determination in, any material dispute, litigation, investigation, proceeding, sanctions or suspension between SellerSeller or Guarantor, on the one hand, and any Governmental Authority or any other Person, on the other (other than any investigation other, that has resulted, or proceeding conducted has a reasonable likelihood of resulting, in the ordinary course of business by a state licensing authority) that is reasonably likely to have either a Material Adverse EffectChange or a Material Adverse Effect with respect to Seller, a Servicer that is an Affiliate of Seller, or Guarantor; (iv) any material change in accounting policies or financial reporting practices of Seller or Guarantor which could reasonably be expected to have a Material Adverse Effect; (v) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting resulting, in either a Material Adverse Change or a Material Adverse Effect with respect to Seller, a Servicer that is an Affiliate of Seller, or Guarantor; (vi) any material modifications to SellerServicer’s underwriting or acquisition guidelines that relate to Mortgage Loans that are not Agency Mortgage Loansguidelines; (vii) any changes material financial covenants or margin maintenance requirements Seller becomes subject to Seller’s corporate leverage covenantor any material change or modification to, or waiver of compliance with, any financial covenants or margin maintenance requirements Seller is obligated to comply with, in either case, under any agreement for Indebtedness; (viii) any penalties, sanctions or charges levied, or threatened in writing to be levied, against Seller or Servicer or any change, or change threatened in writingchange, in Approval status, or actions taken, or threatened in writing to be taken, against Seller or Servicer by or disputes in writing between Seller or Servicer and any Applicable Agency, or any supervisory or regulatory Governmental Government Authority (including, but not limited to HUD, FHA and VA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller (which, in the event of a Governmental Authority, could reasonably be expected to have a Material Adverse Effect)or Servicer; (ix) any consolidation or merger of Seller or Guarantor, any Change in Control of Seller or Guarantor, or any sale of all or substantially all of Seller;’s or Guarantor’s Property; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian; or (xi) change in Seller’s name, type of organization or jurisdiction of organization (or the organizational identification number, if any, issued by such jurisdiction to Seller), its chief place of business and chief executive office, as set forth in Section 13(s) and in the Master Netting Agreement, without at least ten (10) days’ prior written notice to Purchaser.

Notice of Material Events. To the extent not otherwise prohibited from disclosing, Seller shall promptly inform Purchaser and Agent in writing of any of the following of which any Responsible Officer is awarefollowing: (i) any Default, Event of Default by Seller or any other Person (other than Purchaser or Purchaser's Affiliates) of any material obligation under any Program Document Document, or the occurrence or existence of any event or circumstance that Seller reasonably expects will with the passage of time become a Default, Event of Default by Seller or any Servicer Termination Event,other Person; (ii) any material adverse change in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q) hereof, or any other Person pursuant to any Program Document, with copy of evidence of same attached; (iii) the commencement of, or any determination in, any material dispute, litigation, investigation, proceeding, sanctions or suspension between SellerSeller or its Parent Company, on the one hand, and any Governmental Authority or any other Person, on the other (other than any investigation or proceeding conducted in the ordinary course of business by a state licensing authority) that is reasonably likely to have a Material Adverse Effectother; (iv) any material change in accounting policies or financial reporting practices of Seller which could reasonably be expected to have a Material Adverse Effect; (v) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to Seller; (vi) any material modifications to the Seller’s 's underwriting or acquisition guidelines that relate to Mortgage Loans that are not Agency Mortgage Loansguidelines; (vii) any changes financial covenants or margin maintenance requirements Seller becomes subject to Seller’s corporate leverage covenantor any change or modification to, or waiver of compliance with, any financial covenants or margin maintenance requirements Seller is obligated to comply with, in either case, under any agreement for Indebtedness; (viii) any penalties, sanctions or charges levied, or threatened in writing to be levied, against Seller or any change, or change threatened in writingchange, in Approval status, or actions taken, or threatened in writing to be taken, against Seller by or disputes in writing between Seller and any Applicable Agency, or any supervisory or regulatory Governmental Government Authority (including, but not limited to HUD, FHA and VA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller (which, in the event of a Governmental Authority, could reasonably be expected to have a Material Adverse Effect)Seller; (ix) any Change in Control of Seller;; or (x) upon promptly after Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian; or (xi) change in Seller’s name, type of organization or jurisdiction of organization (or the organizational identification number, if any, issued by such jurisdiction to Seller), its chief place of business and chief executive office, as set forth in Section 13(s) and in the Master Netting Agreement, without at least ten (10) days’ prior written notice to Purchaser.

Notice of Material Events. To the extent not otherwise prohibited from disclosing, Seller shall promptly inform Purchaser and Agent in writing of any of the following of which any Responsible Officer is awarefollowing: (i) any Default, Event of Default by Seller or Guarantor or any other Person (other than Purchaser or Purchaser’s Affiliates) of any material obligation under any Program Document Document, or the occurrence or existence of any event or circumstance that Seller reasonably expects will with the passage of time become a Default, Event of Default by Seller or any Servicer Termination Event,other Person; (ii) any material adverse change in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q) hereof, or any other Person pursuant to any Program Document, with copy of evidence of same attached; (iii) the commencement of, or any determination in, any material dispute, litigation, investigation, proceeding, sanctions or suspension between SellerGuarantor, Seller or its Parent Company, on the one hand, and any Governmental Authority (or any other Person, but only with respect to material litigation) on the other (other than any investigation or proceeding conducted in the ordinary course of business by a state licensing authority) that is reasonably likely to have a Material Adverse Effectother; (iv) any material change in accounting policies or financial reporting practices of Seller which could reasonably be expected to have a Material Adverse Effect; (v) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to SellerSeller or Guarantor; (vi) any material modifications to the Seller’s underwriting or acquisition guidelines that relate to Mortgage Loans that are not Agency Mortgage Loansguidelines; (vii) any changes more restrictive financial covenants or margin maintenance notice and compliance requirements Seller and/or Guarantor becomes subject to Seller’s corporate leverage covenantor any more restrictive change or modification to any financial covenants or margin maintenance notice and compliance requirements Seller and/or Guarantor is obligated to comply with, in either case, under any agreement for Indebtedness or any waiver of compliance with such financial covenants; (viii) any penalties, sanctions or charges levied, or threatened in writing to be levied, against Seller or any change, or change threatened in writingchange, in Approval status, or actions taken, or threatened in writing to be taken, against Seller by or disputes in writing between Seller and any Applicable Agency, or any supervisory or regulatory Governmental Government Authority (including, but not limited to HUD, FHA and VA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller (which, in the event of a Governmental Authority, could reasonably be expected to have a Material Adverse Effect)Seller; (ix) any consolidation or merger of Seller, any Change in Control of Seller or Guarantor, or any sale of all or substantially all of Seller;’s Property or Guarantor’s Property; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian; or (xi) change in Seller’s name, type of organization or jurisdiction of organization (or the organizational identification number, if any, issued by such jurisdiction to Seller), its chief place of business and chief executive office, as set forth in Section 13(s) and in the Master Netting Agreement, without at least ten (10) days’ prior written notice to Purchaser.

Notice of Material Events. To the extent not otherwise prohibited from disclosing, Seller shall promptly inform Purchaser and Agent in writing of any of the following of which any Responsible Officer is awarefollowing: (i) any Default, Event of Default by Seller or any other Person (other than Purchaser or Purchaser’s Affiliates) of any material obligation under any Program Document Document, or the occurrence or existence of any event or circumstance that Seller reasonably expects will with the passage of time become a Default, Event of Default by Seller or any Servicer Termination Event,other Person; (ii) any material adverse change reduction in the insurance coverage of Seller RMS as required to be maintained pursuant to Section 14(q) hereof, or any other Person pursuant to any Program Document, with copy of evidence of same attached; (iii) the commencement of, or any determination in, any material dispute, litigation, investigation, proceeding, sanctions or suspension between SellerSeller or Guarantor, on the one hand, and any Governmental Authority (or any other Person, but only with respect to material litigation), on the other (other than which, in any investigation or proceeding conducted in the ordinary course of business by a state licensing authority) that is case, could reasonably likely be expected to have a Material Adverse EffectEffect with respect to the Seller; (iv) any material change in accounting policies or financial reporting practices of Seller which could reasonably be expected to have a Material Adverse Effect; (v) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to Seller; (vi) any material modifications to Seller’s underwriting or acquisition guidelines that relate to Mortgage Loans that are not Agency Mortgage Loans[RESERVED]; (vii) any changes to Seller’s corporate leverage covenant[RESERVED]; (viii) upon Seller becoming aware of any penalties, sanctions or charges levied, or threatened in writing to be leviedlevied (which in the case of any penalties, sanctions or charges of a monetary nature, the amount of any such penalty, sanction or charge is material), against Seller or any change, change or threatened change threatened in writing, in Approval status, or actions takenthe commencement of any non-routine audit, investigation, or threatened in writing to be taken, the institution of any action or the threat of institution of any action against Seller by or disputes in writing between Seller and any Applicable Agency, or any supervisory or regulatory Governmental Authority (including, but not limited to HUD, FHA HUD and VAFHA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller, notice of which is permited to be given by Seller (whichunder applicable law, in the event of a Governmental Authority, could reasonably be expected to have a Material Adverse Effect)rule or regulation; (ix) any Change in Control of Seller;, or any sale of all or substantially all of Seller’s Property (other than the sale of Mortgage Loans, REO Properties or Servicing Rights, in whole or in part, in the ordinary course of Seller’s business, a securitization transaction or any other transaction permitted under the Program Documents), provided that such notice may be given in accordance with the period of time indicated in Section 14(p); or (x) upon Seller becoming aware of any termination or threatened termination by an the Agency of the Custodian as an eligible custodian; or (xi) change in Seller’s name, type of organization or jurisdiction of organization (or the organizational identification number, if any, issued by such jurisdiction to Seller), its chief place of business and chief executive office, as set forth in Section 13(s) and in the Master Netting Agreement, without at least ten (10) days’ prior written notice to Purchaser.

Notice of Material Events. To the extent not otherwise prohibited from disclosing, Seller shall promptly inform Purchaser and Agent in writing of any of the following of which any Responsible Officer is awarefollowing: (i) any Default, Event of Default by Seller or any other Person (other than Purchaser or Purchaser’s Affiliates) of any material obligation under any Program Document or any Servicer Termination Event,Document; (ii) any material adverse change in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q) hereofhereof or, if Seller has actual knowledge, any other Person pursuant to any Program Document, with copy of evidence of same attached; (iii) the commencement of, or any determination in, any material dispute, litigation, investigation, proceeding, proceeding or any sanctions or suspension between SellerSeller or its Parent Company, on the one hand, and any Governmental Authority or any other Person, on the other (other than any investigation or proceeding conducted in the ordinary course of business by a state licensing authority) that is reasonably likely to have a Material Adverse Effectother; (iv) any material change in accounting policies or financial reporting practices of Seller which could reasonably be expected to have a Material Adverse Effect; (v) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to Seller; (vi) any material modifications to the Seller’s underwriting or acquisition guidelines that relate to Mortgage Loans that are not Agency Mortgage Loansguidelines; (vii) any changes financial covenants or margin maintenance requirements Seller becomes subject to Seller’s corporate leverage covenantor any change or modification to, or waiver of compliance with, any financial covenants or margin maintenance requirements Seller is obligated to comply with, in either case, under any agreement for Indebtedness; (viii) any penalties, sanctions or charges levied, or threatened in writing to be levied, against Seller or any change, or change threatened in writing, in Approval statusSeller, or actions taken, or threatened in writing to be taken, against Seller by or disputes in writing between Seller and any Applicable Agency, or any supervisory or regulatory Governmental Government Authority (including, but not limited to HUD, FHA and VA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller (which, in the event of a Governmental Authority, could reasonably be expected to have a Material Adverse Effect)Seller; (ix) any consolidation or merger of Seller, any Change in Control of Seller; (x) upon Seller becoming aware , or any sale of any termination all or threatened termination by an Agency substantially all of the Custodian as an eligible custodian; or (xi) change in Seller’s name, type of organization or jurisdiction of organization (or the organizational identification number, if any, issued by such jurisdiction to Seller), its chief place of business and chief executive office, as set forth in Section 13(s) and in the Master Netting Agreement, without at least ten (10) days’ prior written notice to PurchaserProperty.

Notice of Material Events. To the extent not otherwise prohibited from disclosing, Seller shall promptly inform Purchaser Purchasers and Agent in writing of any of the following of which any Responsible Officer is awarefollowing: (i) any Default, Default or Event of Default by Seller of any material obligation under any Program Document or any Servicer Termination Event,Document; (ii) any material and adverse change in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q) hereof, hereof with copy of evidence of same attached; (iii) the commencement ofany dispute (other than non-material disputes), or any determination inlitigation (other than non-material litigation), any investigation (other than non-material dispute, litigation, investigationinvestigations), proceeding, sanctions or suspension between Seller, on the one hand, and any Governmental Authority or any other Person, on the other (other than any investigation or proceeding conducted other, and not in the ordinary course of business by a state licensing authority) that is reasonably likely to have a Material Adverse EffectSeller’s business; (iv) any material change in accounting policies or financial reporting practices of Seller which could reasonably be expected to have a Material Adverse Effect; (v) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to Seller; (vi) any material modifications to the Seller’s underwriting or acquisition guidelines that relate to Mortgage Loans that are not Agency Mortgage Loansguidelines; (vii) any changes waiver of compliance with any financial covenants that the Seller is obligated to Seller’s corporate leverage covenantcomply with under any warehouse facility; (viii) any material penalties, sanctions or charges levied, or threatened in writing to be levied, against Seller or any material change, or change threatened in writing, in Approval statusstatus (from and after the date on which Seller first obtained or obtains such Approvals), or material actions taken, or threatened in writing to be taken, against Seller by or material disputes in writing between Seller and any Applicable Agency, or any supervisory or regulatory Governmental Authority (including, but not limited to HUD, FHA and VA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller (which, Seller; provided that the foregoing notice provisions shall not apply to compensatory fees incurred in the event normal course of a Governmental Authority, could reasonably be expected to have a Material Adverse Effect)servicing Agency loans; (ix) the occurrence of any transaction defined in clause (ii) of the definition of “Permitted Affiliate Transaction”; or (x) any Merger Event or any Change in Control of Seller; (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian; or (xi) change in Seller’s name, type of organization or jurisdiction of organization (or the organizational identification number, if any, issued by such jurisdiction to Seller), its chief place of business and chief executive office, as set forth in Section 13(s) and in the Master Netting Agreement, without at least ten (10) days’ prior written notice to Purchaser.

Notice of Material Events. To the extent not otherwise prohibited from disclosing(a) Promptly upon, Seller shall promptly inform Purchaser and Agent but in writing any event within fifteen (15) Business Days after, an Authorized Officer or any other executive officer of any Loan Party obtaining knowledge of the following of which any Responsible Officer is aware: (i) any Default or Event of Default, Event of Default by Seller of any material obligation under any Program Document or any Servicer Termination Event,; (ii) any material adverse change in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q) hereofMaterial Adverse Effect, with copy of evidence of same attached; (iii) the commencement ofany action, event, development, condition or any determination in, any material dispute, litigation, investigation, proceeding, sanctions or suspension between Seller, on the one hand, and any Governmental Authority or any other Person, on the other (other than any investigation or proceeding conducted in the ordinary course of business by a state licensing authority) that is reasonably likely to have a Material Adverse Effect; (iv) any material change in accounting policies or financial reporting practices of Seller circumstance which could reasonably be expected to have a Material Adverse Effect; , (iv) any other event which could reasonably be expected to materially decrease the value of the Collateral or the Real Property Assets, (v) any event, circumstance Person giving any written notice to any Loan Party or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect taking any other action to enforce remedies with respect to Seller; a claimed default or event or condition of the type referred to in paragraphs (g), (h) or (i) of Article 7 hereof, or (vi) any material modifications portion of the Collateral or any material portion of the Mortgaged Real Property Assets is damaged or destroyed, give written notice thereof to Seller’s underwriting the Administrative Agent and each Lender specifying the nature and period of existence of any such condition or acquisition guidelines that relate event, or specifying the notice given or action taken by such Person and the nature of such claimed default or event or condition, and what action any Loan Party has taken, is taking and proposes to Mortgage Loans that are not Agency Mortgage Loans;take with respect thereto. (viib) Promptly upon, but in any event within fifteen (15) Business Days after, an Authorized Officer or other executive officer of any Loan Party obtains knowledge of (i) the institution of, or threat of, any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting any Loan Party or any of its assets (excluding any Condemnation Event with respect to any Real Property Asset which would result in Condemnation Proceeds of less than $1,000,000) and (ii) any changes material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to Seller’s corporate leverage covenant; (viii) any penalties, sanctions or charges levied, or threatened in writing to be levied, against Seller or any change, or change threatened in writing, in Approval status, or actions taken, or threatened in writing to be taken, against Seller by or disputes in writing between Seller the Administrative Agent and/or the Lenders and any Applicable Agency, or any supervisory or regulatory Governmental Authority (including, but not limited to HUDwithout limitation, FHA and VA) supervising or regulating the origination or servicing of mortgage loans byany Environmental Claim), or the issuer status of, Seller (which, in the event case of a Governmental Authorityclause (i) or (ii) above, could reasonably be expected to have a Material Adverse Effect); (ix) any Change , give written notice thereof to the Administrative Agent and the Lenders and provide such other information as may be available to it to enable the Administrative Agent and the Lenders to evaluate such matters; and, in Control of Seller; (x) upon Seller becoming aware of any termination or threatened termination by an Agency of addition to the Custodian as an eligible custodian; or (xi) change in Seller’s name, type of organization or jurisdiction of organization (or the organizational identification number, if any, issued by such jurisdiction to Seller), its chief place of business and chief executive office, as requirements set forth in Section 13(s) and in the Master Netting Agreementthis subsection (c), without at least ten (10) days’ prior written such Loan Party upon request shall promptly give notice to Purchaserthe Administrative Agent and the Lenders of the status of any action, suit, proceeding, investigation or arbitration covered by a report delivered to the Administrative Agent and the Lenders pursuant to this subsection (c) above and provide such other information as may be reasonably available to it to enable the Administrative Agent and the Lenders to evaluate such matters.

Notice of Material Events. To the extent not otherwise prohibited from disclosing, Seller shall promptly inform Purchaser and Agent in writing of any of the following of which any Responsible Officer is awarefollowing: (i) any Default, Event of Default by Seller or Guarantor or any other Person (other than Purchaser or Purchaser’s Affiliates) of any material obligation under any Program Document Document, or the occurrence or existence of any event or circumstance that Seller reasonably expects will with the passage of time become a Default, Event of Default by Seller or any Servicer Termination Event,other Person; (ii) any material adverse change in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q) hereof, or any other Person pursuant to any Program Document, with copy of evidence of same attached; (iii) the commencement of, or any determination in, any material dispute, litigation, investigation, proceeding, sanctions or suspension between SellerGuarantor, Seller or its Parent Company, on the one hand, and any Governmental Authority (or any other Person, but only with respect to material litigation) on the other (other than any investigation or proceeding conducted in the ordinary course of business by a state licensing authority) that is reasonably likely to have a Material Adverse Effectother; (iv) any material change in accounting policies or financial reporting practices of Seller which could reasonably be expected to have a Material Adverse Effect; (v) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to SellerSeller or Guarantor; (vi) any material modifications to the Seller’s underwriting or acquisition guidelines that relate to Mortgage Loans that are not Agency Mortgage Loansguidelines; (vii) any changes more restrictive financial covenants or margin maintenance notice and compliance requirements Seller becomes subject to or any more restrictive change or modification to any financial covenants or margin maintenance notice and compliance requirements Seller is obligated to comply with, in either case, under any agreement for Indebtedness or any waiver of compliance with such financial covenants or any margin call that is material to Seller’s corporate leverage covenant; (viii) any penalties, sanctions or charges levied, or threatened in writing to be levied, against Seller or any change, or change threatened in writingchange, in Approval status, or actions taken, or threatened in writing to be taken, against Seller by or disputes in writing between Seller and any Applicable Agency, or any supervisory or regulatory Governmental Government Authority (including, but not limited to HUD, FHA and VA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller (which, in the event of a Governmental Authority, could reasonably be expected to have a Material Adverse Effect)Seller; (ix) any consolidation or merger of Seller, any Change in Control of Seller or Guarantor, or any sale of all or substantially all of Seller;’s Property or Guarantor’s Property; or (x) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian; or (xi) change in Seller’s name, type of organization or jurisdiction of organization (or the organizational identification number, if any, issued by such jurisdiction to Seller), its chief place of business and chief executive office, as set forth in Section 13(s) and in the Master Netting Agreement, without at least ten (10) days’ prior written notice to Purchaser.

Notice of Material Events. To the extent not otherwise prohibited from disclosing, Seller shall promptly inform Purchaser and Agent in writing (via electronic mail to [***] and [***] or such other email address as Agent may furnish to Seller from time to time by written notice) of any of the following of which any Responsible Officer is aware: (iiv) any Default, Event of Default by Seller of any material obligation under any Program Document or any Servicer Termination Event,; (iiv) any material adverse change in the insurance coverage of Seller as required to be maintained pursuant to Section 14(q1415(q) hereof, with copy of evidence of same attached; (iiivi) the commencement of, or any determination in, any material dispute, litigation, investigation, proceeding, sanctions or suspension between Seller, on the one hand, and any Governmental Authority or any other Person, on the other (other than any investigation or proceeding conducted in the ordinary course of business by a state licensing authority) that is reasonably likely to have a Material Adverse Effect; (ivvii) any material change in accounting policies or financial reporting practices of Seller which could reasonably be expected to have a Material Adverse Effect; (vviii) any event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting in either a Material Adverse Change or a Material Adverse Effect with respect to Seller; (viix) any material modifications to Seller’s underwriting or acquisition guidelines that relate to Mortgage Loans that are not Agency Mortgage Loans; (viix) any changes to Seller’s corporate leverage covenant; (viiixi) any penalties, sanctions or charges levied, or threatened in writing to be levied, against Seller or any change, or change threatened in writing, in Approval status, or actions taken, or threatened in writing to be taken, against Seller by or disputes in writing between Seller and any Applicable Agency, or any supervisory or regulatory Governmental Authority (including, but not limited to HUD, FHA and VA) supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller (which, in the event of a Governmental Authority, could reasonably be expected to have a Material Adverse Effect); (ixxii) any Change in Control of Seller; (xxiii) upon Seller becoming aware of any termination or threatened termination by an Agency of the Custodian as an eligible custodian; or (xixiv) change in Seller’s name, type of organization or jurisdiction of organization (or the organizational identification number, if any, issued by such jurisdiction to Seller), its chief place of business and chief executive office, as set forth in Section 13(s1314(s) and in the Master Netting Agreement, without at least ten (10) days’ prior written notice to Purchaser.