Notice of Proceedings or Adverse Change. Seller shall give notice to Buyer immediately (unless otherwise indicated below) after a Responsible Officer of Seller has any knowledge of:
(i) the occurrence of any Default or Event of Default;
(ii) any event of default under any Indebtedness of Seller (after the expiration of any applicable grace or cure periods), or investigation or regulatory action that is pending or threatened in writing by or against Seller in any federal or state court or before any Governmental Authority;
(iii) any material claim, dispute, litigation, investigation, proceeding or suspension between Seller and any Governmental Authority, Take-out Investor, third-party loan purchaser or any other Person;
(iv) as soon as reasonably possible, notice of any of the following events:
(A) a material, adverse change in the insurance coverage of Seller, with a copy of evidence of same attached;
(B) any material change in accounting policies or financial reporting practices of Seller;
(C) promptly upon receipt of notice or knowledge of any Lien or security interest (other than security interests created hereby or under any other Facility Document) on, or claim asserted in writing against, any of the Repurchase Assets;
(D) as soon as practicable, but, in any case, no more than two (2) Business Days, after Seller has obtained knowledge of any fact that could reasonably be the basis of any Purchased Mortgage Loan Issue with respect to a Purchased Mortgage Loan, notice identifying the related Purchased Mortgage Loan with respect to which such Purchased Mortgage Loan Issue exists and detailing the cause of such potential Purchased Mortgage Loan Issue;
(E) any material issue raised upon examination of Seller or Seller’s facilities by any Governmental Authority; or
(F) any other event, circumstance or condition that has resulted or would reasonably be expected to result in a Material Adverse Effect; and
(v) immediately upon Seller becoming aware of any Control Failure with respect to a Purchased Mortgage Loan that is an eMortgage Loan or any eNote Replacement Failure.
Notice of Proceedings or Adverse Change. Within ten (10) Business Days following the end of each calendar month, Xxxxxxxx shall deliver to Agent a report setting forth Borrower’s knowledge of the occurrence of any of the following (and, for the avoidance of doubt, if Xxxxxxxx is not aware of the occurrence of any of the following, no such report shall be required):
(a) (i) any litigation, investigation, regulatory action or proceeding that is pending or, to Borrower’s knowledge, threatened in writing by or against Borrower in any federal or state court or before any Governmental Authority and (ii) any other event and/or condition that would be reasonably likely to have a Material Adverse Effect on a Loan Party (and, for the avoidance of doubt, with respect to Guarantor, no event or condition shall be deemed to have a Material Adverse Effect on Guarantor unless such event or condition is reasonably likely to result in Guarantor not satisfying any financial covenants pursuant to the Guaranty); and
(b) any Lien or security interest (other than security interests created hereby or under any other Loan Document or Permitted Encumbrances) on, or claim asserted against, any of the Collateral or the Mortgaged Property. Borrower shall give notice to Agent of the opening of any new chief executive office of Borrower or the closing of any such office, of any change in Borrower’s (i) name, (ii) organizational type, or (iii) jurisdiction of incorporation or any change in the places where the books and records pertaining to the Collaterally Assigned Loan are held not less than the later of fifteen (15) Business Days prior to taking any such action or ninety (90) days before any financing statement filing will lapse, lose perfection or become materially misleading.
Notice of Proceedings or Adverse Change. The Sellers shall give prompt notice to the Buyer after a responsible officer of any Seller has any knowledge of:
(i) the occurrence of any Default which continues for five (5) days or Event of Default;
(ii) any default or event of default under any Indebtedness of any Seller which if not cured would reasonably be expected to have a Material Adverse Effect;
(iii) any litigation, investigation, regulatory action or proceeding that is pending or, to the Seller’s knowledge, threatened against (a) the Seller in any federal or state court or before any Governmental Authority in which the amount involved exceeds $20,000,000 and is not covered by insurance, in which injunctive or similar relief is sought, or which, if adversely determined, would reasonably be expected to have a Material Adverse Effect and (b) any litigation or proceeding that is pending or threatened in connection with a material portion of the Repurchase Assets, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect;
(iv) and, as soon as reasonably possible, notice of any of the following events:
(A) a material decrease in the amount or material reduction in the scope of insurance coverage of the Seller, with a copy of evidence of same attached;
(B) any material change in accounting policies or financial reporting practices of the Seller;
(C) the filing, recording or assessment of any material federal, state or local tax lien against the Seller, any of its Subsidiaries or any assets of any of them; and
(D) any other event, circumstance or condition that has resulted, or has a possibility of resulting, in a Material Adverse Effect.
Notice of Proceedings or Adverse Change. Give notice to the Guarantor, as soon as possible and in any event within two (2) Business Days after a responsible officer of the Borrower has any knowledge of:
(a) the occurrence of any Default or Event of Default under the Credit Agreement or this Agreement; or
(b) any litigation or proceeding that is pending or threatened against the Borrower or any of the Subsidiaries in which the portion of the total claim that is not covered by insurance exceeds $2,500,000; in which injunctive or similar relief is sought; or which, if adversely determined, would reasonably be expected to have a Material Adverse Effect.
Notice of Proceedings or Adverse Change. The Seller shall give notice to the Buyer immediately after a Responsible Officer of the Seller has any knowledge of:
(i) the occurrence of any Default or Event of Default or Termination Event;
(ii) any (a) default or event of default under any Indebtedness of the Seller or
Notice of Proceedings or Adverse Change. Section 13(c)(iv) of the Existing Repurchase Agreement is hereby amended by deleting clause (C) in its entirety and replacing it with the following:
Notice of Proceedings or Adverse Change. Effective as of the date of the IPO, Section 11(c)(i)(D)(E) of the Existing Repurchase Agreement is hereby amended and restated in its entirety as follows:
Notice of Proceedings or Adverse Change. Seller shall give notice to Buyer immediately after any knowledge of:
(i) the occurrence of any Default;
(ii) any (a) default or event of default under any Indebtedness of Seller that is greater than $5,000,000 individually or in the aggregate or (b) litigation, investigation, regulatory action or proceeding that is pending or threatened by or against Seller in any federal or state court or before any Governmental Authority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default, and (c) any Material Adverse Effect with respect to Seller;
(iii) any litigation or proceeding that is pending or threatened against (a) Seller in which the amount involved exceeds $5,000,000 and is not covered by insurance, in which injunctive or similar relief is sought, or which, would reasonably be expected to have a Material Adverse Effect and (b) any litigation or proceeding that is pending or threatened in connection with any of the Repurchase Assets, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; practices of Seller;
Notice of Proceedings or Adverse Change. Give written notice to Agent, as soon as possible and in any event within five (5) days after Borrower has knowledge, of (i) any proceedings or investigations being instituted by or against Borrower in any federal or state court or before any commission or other regulatory body, whether federal, state or local which, if adversely determined, would have a Material Adverse Effect and (ii) any Material Adverse Change.
Notice of Proceedings or Adverse Change. Guarantor shall provide notices to Buyer in accordance with Section 12(c) of the Repurchase Agreement.
