Common use of Notice of Proceedings or Adverse Change Clause in Contracts

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. Seller shall give notice to Buyer immediately of any of the following within the specified time: (unless otherwise indicated belowi) Immediately after a Responsible Officer of Seller has any knowledge of: (iA) the occurrence of any Default or Event of Default; (iiB) any (x) default or event of default under any Indebtedness of a Seller Party, (after the expiration of any applicable grace or cure periods)y) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against a Seller Party in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, or (z) Material Adverse Effect with respect to any Seller Party; (iiiC) any material claimlitigation or proceeding that is pending or threatened (x) against any Seller Party in which the amount involved exceeds the Litigation Threshold, disputein which injunctive or similar relief is sought, litigationor which, investigationif adversely determined, proceeding would reasonably be expected to have a Material Adverse Effect, and (y) in connection with any of the Repurchase Assets, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; or (D) any Lien or suspension between Seller and any Governmental Authority, Take-out Investor, third-party loan purchaser security interest (other than security interests created hereby or under any other Person;Facility Document) on, or claim asserted against, any of the Repurchase Assets. (ivii) as 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 the termination or knowledge nonrenewal of any Lien debt facilities of Seller which have a maximum principal amount (or security interest (other equivalent) available of more than security interests created hereby or under any other the Facility Document) on, or claim asserted in writing against, any of the Repurchase AssetsTermination Threshold; (D) as soon as practicableany (x) Change in Control or any change in direct or indirect ownership or controlling interest of the direct or indirect owners of any Seller Party that is not an individual, but, or (y) person obtaining a direct or indirect ownership interest (or right to obtain a direct or indirect ownership interest) of 10% or more in any case, no more than two (2) Business Days, after Seller has obtained knowledge of any fact Party 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 Issueis not an individual; (E) any material issue raised upon examination event, circumstance or condition that has resulted, or has a possibility of Seller or Seller’s facilities by any Governmental Authorityresulting, in a Material Adverse Effect; 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 has become a Defective Mortgage Loan, including that is an eMortgage Loan any applicable representations and warranties set forth on Schedule 1 hereto ceases to be true, correct, and complete (and providing all applicable details thereof). (iii) Promptly, but no later than two (2) Business Days after Seller receives any of the same, deliver to Buyer a true, complete, and correct copy of any schedule, report, notice, or any eNote Replacement Failureother document delivered to Seller by any Person pursuant to, or in connection with, any of the Repurchase Assets. (iv) Promptly, but no later than two (2) Business Days after Seller receives notice of the same, (A) any Mortgage Loan submitted for inclusion into an Agency security and rejected by that Agency for inclusion in such Agency security or (B) any Mortgage Loan submitted to a Takeout Investor (whole loan or securitization) and rejected for purchase by such Takeout Investor.

Notice of Proceedings or Adverse Change. The Seller shall give notice to Buyer immediately (unless otherwise indicated the Purchaser immediately, or such other time period as specified below) , after a Responsible Officer of the Seller has any knowledge of: (iA) the occurrence and continuance of any Default or Event of DefaultServicing Termination Event; (iiB) any (x) event of default under any Indebtedness of the Seller that is continuing, (after y) to the expiration of extent not legally prohibited by any applicable grace or cure periodsGovernmental Authority from disclosing (provided that, if Seller is so prohibited from so disclosing, Seller shall use reasonable efforts to obtain permission to so disclose), litigation, investigation, regulatory action, or investigation or regulatory action proceeding that is pending or threatened in writing by or against the Seller in any federal or state court or before any Governmental AuthorityAuthority which would reasonably be expected to have a Material Adverse Effect or constitute a Potential Servicing Termination Event or Servicing Termination Event, and (z) Material Adverse Effect with respect to the Seller; (iiiC) to the extent not legally prohibited by any Governmental Authority from disclosing (provided that, if Seller is so prohibited from so disclosing, Seller shall use reasonable efforts to obtain permission to so disclose), within [***], (x) Seller shall promptly provide notice of any litigation or proceeding that is pending against the Seller in which the amount involved exceeds [***], in which injunctive or similar relief is sought, or which would reasonably be expected to have a Material Adverse Effect and (y) any material claimlitigation or proceeding that is pending or threatened in connection with any of the Mortgage Pool, dispute, litigation, investigation, proceeding or suspension between Seller and which would reasonably be expected to have a Material Adverse Effect; and (D) to the extent not legally prohibited by any Governmental AuthorityAuthority from disclosing (provided that, Take-out Investorif Seller is so prohibited from so disclosing, third-party loan purchaser or any other Person; (iv) Seller shall use reasonable efforts to obtain permission to so disclose), as soon as reasonably possible, after a Responsible Officer of Seller has received 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 attacheda. reserved; (B) any material change in accounting policies or financial reporting practices of Sellerb. reserved; c. the for cause termination of any debt facilities of the Seller which have a maximum principal amount (Cor equivalent) available of more than [***]; d. promptly upon receipt of notice or knowledge of any Lien or security interest (other than security interests created hereby or under any other Facility Program Document) on, or claim asserted in writing against, any of the Repurchase AssetsMortgage Pool; (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) e. any other event, circumstance circumstance, or condition that has resulted resulted, or would reasonably be expected to result result, in a Material Adverse Effect; f. reserved; and (v) immediately upon g. promptly, but no later than [***] after the Seller becoming aware receives notice of the same, of any Control Failure with respect Mortgage Loan submitted (A) for inclusion into an Agency Security and rejected by that Agency for inclusion in such Agency Security or (B) to a Purchased Mortgage Loan that is an eMortgage Loan Takeout Buyer (whole loan or securitization) and rejected for purchase by such Takeout Buyer. (E) promptly after the occurrence and continuance of any eNote Replacement FailurePotential Servicing Termination Event.

Notice of Proceedings or Adverse Change. Except to the extent otherwise prohibited by any Government Agency, Governmental Authority or Requirement of Law, Seller shall give prompt notice (or notice within the timeframe as otherwise specified below) 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[Reserved]; (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[Reserved]; (iv) as soon as reasonably possible, notice of any of the following events: (A) a material, adverse change material modification or termination in the insurance coverage of SellerSeller as required to be maintained pursuant to Section 14(m) hereunder, with a copy of evidence of same attached; (B) any material change in accounting policies or financial reporting practices of Seller; (C) should Seller, for any reason, cease to possess all such applicable Agency Approvals as required herein; (D) 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; provided, however, that a breach of this Section 14(c)(iv)(D) with respect to any Purchased Mortgage Loan shall only result in Seller’s obligation to repurchase such Purchased Mortgage Loan; (DE) 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 IssueIssue provided, however, that a breach of this Section 14(c)(iv)(E) with respect to any Purchased Mortgage Loan shall only result in Seller’s obligation to repurchase such Purchased Mortgage Loan; (EF) any material issue raised upon examination of Seller or Seller’s facilities by any Governmental Authority; or[Reserved]; (FG) any other event, circumstance or condition that has resulted or would reasonably be expected to result in a Material Adverse Effect; (v) promptly, but no later than [***] after Seller receives notice of, or has knowledge of, any actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are, to the best of Seller’s knowledge, pending or threatened in writing) or other legal or arbitrable proceedings, the existence of which is not required by law or regulation to remain confidential, affecting Seller or any of its Subsidiaries or affecting any of the Property of any of them before any federal or state court or before any Governmental Authority that (A) questions or challenges the validity or enforceability of any of the Facility Documents or any action to be taken in connection with the transactions contemplated hereby, or (B) relates to any violation of the Home Ownership and Equity Protection Act or any state, city or district high cost home mortgage or predatory lending law, which, with respect to clause (B), individually or in the aggregate, would have a Material Adverse Effect or constitute an Event of Default; and (vvi) immediately upon promptly, but no later than [***] after Seller becoming aware receives notice of the same, any Control Failure with respect to a Purchased Mortgage Loan agreed to be the subject of a Take-out Commitment and delivered to a Take-out Investor (whole loan or securitization) under a Bailee Letter, and which was rejected for purchase by such Take-out Investor; provided, that is upon written request from Buyer, Seller shall provide an eMortgage explanation as to why such Purchased Mortgage Loan or any eNote Replacement Failurewas rejected for purchase by such Take-out Investor.

Notice of Proceedings or Adverse Change. Seller shall give notice to Buyer immediately (unless otherwise indicated below) promptly after a Responsible Officer of Seller has any knowledge of: (i) the occurrence of any Default or Event of Default; (ii) any default or event of default under any Indebtedness of Seller Seller; (after the expiration of iii) any applicable grace litigation or cure periods), or investigation or regulatory action proceeding that is pending or threatened in writing by or against (a) Seller in any federal which the amount involved exceeds [***] (other than such actions arising under normal due course, including foreclosure actions), and is not covered by insurance, in which injunctive or state court similar relief is sought, or before any Governmental Authority; which would reasonably be expected to have a Material Adverse Effect and (iiib) any material claimlitigation or proceeding that is pending or threatened in writing in connection with any of the Repurchase Assets, dispute, litigation, investigation, proceeding or suspension between Seller and any Governmental Authority, Take-out Investor, third-party loan purchaser or any other Personwhich would reasonably be expected to have a Material Adverse Effect; (iv) as soon as reasonably possible, notice of any of the following events: (A) a material, adverse material 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) [reserved]; (D) 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; (DE) 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 is reasonably be the basis likely to result in any reduction of any Purchased Mortgage Loan Issue Asset Value with respect to a Purchased Mortgage LoanAsset, notice identifying the related Purchased Mortgage Loan Asset with respect to which such Purchased Mortgage Loan Issue reduction of Asset Value exists and detailing the cause of such potential Purchased Mortgage Loan Issue; (E) any material issue raised upon examination reduction of Seller or Seller’s facilities by any Governmental AuthorityAsset Value; or (F) any other event, circumstance or condition that has resulted or would could reasonably be expected to result in a Material Adverse Effect; (v) Promptly, but no later than [***] after Seller receives any of the same, deliver to Buyer a true, complete, and correct copy of any schedule, report, notice, or any other document delivered to Seller by any Person which is reasonably likely to have an adverse effect on the Asset Value of any of the Repurchase Assets; (vi) Promptly, but no later than [***] after Seller receives notice of the same, any Purchased Asset submitted to a Take-out Investor (whole loan or securitization) and rejected for purchase by such Take-out Investor; and (vvii) immediately upon Promptly, but no later than [***] after Seller becoming aware receives knowledge or notice that any of any Control Failure the following fails to be true and correct: Servicer has adequate financial standing, servicing facilities, procedures and experienced personnel necessary for the sound servicing and subservicing of mortgage loans of the same types as may from time to time constitute Purchased Assets and in accordance with respect to a Purchased Mortgage Loan that is an eMortgage Loan or any eNote Replacement FailureAccepted Servicing Practices.

Notice of Proceedings or Adverse Change. Seller Party shall give notice to Buyer or cause notice to be given to Buyer: (i) immediately (unless otherwise indicated below) after a Responsible Officer of Seller Party has any knowledge of: (iA) the occurrence of any Default or Event of Default; (iiB) any (a) default or event of default under any Indebtedness of Seller Party or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or or, to the knowledge of the Seller, threatened in writing by or against Seller Party in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to Seller Party; (iiiC) any material claimlitigation or proceeding that is pending or, disputeto the knowledge of the Seller, litigationthreatened (a) against Seller Party in which the amount involved exceeds the Litigation Threshold and is not covered by insurance, investigationin which injunctive or similar relief is sought, proceeding or suspension between Seller which, would reasonably be expected to have a Material Adverse Effect, (b) in connection with any of the Repurchase Assets, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect and (c) that questions or challenges compliance of any Governmental Authority, Take-out Investor, third-party loan purchaser Mortgage Loan with the Ability to Repay Rule or any other PersonQM Rule; (ivD) as soon as reasonably possible, notice of any of the following events: : (A) a material, adverse change in the insurance coverage of SellerSeller Party, with a copy of evidence of same attached; ; (B) any material change in accounting policies or financial reporting practices of Seller; Seller Party; (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 Program Document) on, or claim asserted in writing against, any of the Repurchase Assets; ; (D) as soon as practicable, but, in the termination or nonrenewal of any case, no debt facilities of Seller Party which have a maximum principal amount (or equivalent) available of 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; Facility Termination Threshold; (E) any material issue raised upon examination Change in Control or any change in direct or indirect ownership or controlling interest of any Seller Party’s direct or Seller’s facilities by any Governmental Authorityindirect owner; or and (F) any other event, circumstance or condition that has resulted resulted, or would reasonably be expected to result has a possibility of resulting, in a Material Adverse Effect; and (vii) immediately upon Promptly, but no later than two (2) Business Days after Seller becoming aware receives notice of the same, (A) any Control Failure with respect to a Purchased Mortgage Loan submitted for inclusion into an Agency Security and rejected by that is Agency for inclusion in such Agency Security or (B) any Mortgage Loan submitted to an eMortgage Loan Approved Investor (whole loan or securitization) and rejected for purchase by such Approved Investor; or (C) the termination or suspension of approval of Seller to sell any eNote Replacement FailureMortgage Loans to any Approved Investor.

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: after: (i) the occurrence of any Default or Event of Default; ; (ii) any (a) default or event of default under any Indebtedness of Seller (after the expiration of any applicable grace or cure periods)Seller, or investigation or (b) litigation, investigation, regulatory action or proceeding that is pending or threatened in writing by or against Seller in any federal or state court or before any Governmental Authority; Authority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to Seller; (iii) any material claimlitigation or proceeding that is pending or threatened against (a) Seller in which the amount involved exceeds the Litigation Threshold, disputein which injunctive or similar relief is sought, litigationor which, investigationwould reasonably be expected to have a Material Adverse Effect, and (b) any litigation or proceeding that is pending or suspension between Seller threatened in connection with any of the Purchased Assets, which would reasonably be expected to have a Material Adverse Effect; 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 Program Document) on, or claim asserted in writing against, any of the Repurchase Assets; Collateral; (D) as soon as practicable, but, any Change in Control or any case, no more than two (2) Business Days, after Seller has obtained knowledge change in direct or indirect ownership or Controlling interest of any fact that could reasonably be the basis direct or indirect owner 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 Seller; 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 resulted, or would reasonably be expected to result has a possibility of resulting, 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. Each of Seller shall give notice to and Guarantor will notify Buyer immediately (unless otherwise indicated below) promptly after a Responsible Officer of Seller or Guarantor, as applicable, has actual knowledge of the occurrence of any knowledge ofof the following (which notice may be included in a Compliance Certificate delivered promptly thereafter), and Seller or Guarantor, as applicable, shall provide such additional documentation and cooperation as Buyer may reasonably request with respect to any of the following; provided that Seller and Guarantor will not be required to provide such additional documentation if Guarantor has provided such additional documentation to Buyer pursuant to the terms of the Rocket Repurchase Agreement: (i) the occurrence of any Default, Event of Default or Termination Event of Defaulthereunder; (ii) any (a) other action, event or condition of any nature that, with or without notice or lapse of time or both, will constitute (1) with respect to each Seller Party, a default under or in respect of any Indebtedness in excess of Seller [***] and (after the expiration 2) with respect to Guarantor, a default under or in respect of any applicable grace Material Indebtedness, and that, if not timely cured by Seller Parties or cure periods)Guarantor, as applicable, or investigation waived by its holder or holders, would cause, or would permit the holder or holders thereof (or a trustee on behalf of such holder or holders) to cause, such Indebtedness in excess of [***] or Material Indebtedness, as applicable, to become or be declared due before its stated maturity, or its prepayment, redemption or defeasance (including repurchase of assets subject to any repurchase agreement, securities contract or similar agreement) to be required, before its stated maturity or termination date; (b)(i) entry of any court judgment or regulatory action order requiring Seller Parties or Guarantor to pay a claim or claims that exceed (1) with respect to Seller Parties, [***], that is pending not covered by insurance, and (2) with respect to Guarantor, the JPM Threshold, that is not covered by insurance, or threatened in writing by (ii) the filing of any petition, claim or lawsuit against Seller Parties or Guarantor, in which the amount involved exceeds (1) with respect to Seller Parties, [***], that is not covered by insurance, and (2) with respect to Guarantor, the JPM Threshold, that is not covered by insurance; or (c) any federal other action, event or state court condition of any nature that has, or before any Governmental Authoritywould reasonably be expected to have, a Material Adverse Effect; (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 Personreserved; (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 SellerSeller or Guarantor except such changes as required by GAAP; (Cv) promptly upon receipt of notice reserved; (vi) the filing, recording or knowledge assessment of any federal, state or local tax Lien or security interest (other than security interests created hereby or under any other Facility DocumentDocuments) on, or claim asserted in writing against, any of the Repurchase AssetsPledged Items; (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 (Fvii) any other event, circumstance or condition that has resulted resulted, or would reasonably be expected to result in a Material Adverse Effect; and (vviii) immediately promptly, but no later than one (1) Business Day after any Seller Party or Guarantor receives notice of any termination or suspension of any approval described in Section 13(x) of Guarantor to sell Underlying Mortgage Loans to an Agency. (ix) upon any Seller Party becoming aware of any Control Failure with respect to a Purchased an Underlying Mortgage Loan that is an eMortgage Loan Loan. (x) any proposed changes, at least ten (10) Business Days prior to the proposed effective date of such changes, to Servicer’s eVault or related policies, procedures and/or processes that may adversely affect the performance of such eVault or that may adversely affect the enforceability of eMortgage Loans and eNotes or compliance with applicable Agency Guidelines and eCommerce Laws. Buyer may, in its good faith discretion, require that the legal analysis, technical review and security review be updated, at Seller’s expense, with respect to any such proposed changes. (xi) upon any occurrence of a data security incident regarding the eVault that results in the unauthorized access to or acquisition of an eNote Replacement Failureand any other records any details known to Seller of such data security incident.

Notice of Proceedings or Adverse Change. Seller Party and Guarantor shall give notice to Buyer immediately (unless otherwise indicated below) after a Responsible Officer of Seller Party or Guarantor has any knowledge of: (i) the occurrence of any Default or Event of Default; (ii) any (a) event of default under any Indebtedness of any Seller Party or Guarantor or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against any Seller Party or Guarantor in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to any Seller Party or Guarantor; (iii) any material claimlitigation or proceeding that is pending or threatened against (a) Seller Party or Guarantor in which the amount involved exceeds $10,000,000 and is not covered by insurance, disputeor in which injunctive or similar relief (x) with respect to matters related to the Facility Documents, litigationis sought, investigationor (y) with respect to matters other than those related to an individual Mortgage Loan or Contributed Asset, is granted or obtained, 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 suspension between Seller and threatened in connection with any Governmental Authorityof the Repurchase Assets, Take-out Investorwhich, third-party loan purchaser or any other Personif 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, adverse any material change in the insurance coverage of SellerSeller Party or Guarantor, with a copy of evidence of same attached; (B) any material change in accounting policies or financial reporting practices of Sellerany Seller Party or Guarantor except as required by GAAP consistently applied; (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 resulted, or would reasonably be expected to result has a possibility of resulting, in a Material Adverse Effect; and (E) Guarantor enters into any “prohibited transactions” as defined in Sections 857(b)(6)(B)(iii) of the Code (taking into account Sections 857(b)(6)(C), 857(b)(6)(D) and 857(b)(6)(E) of the Code). (v) immediately upon Promptly, but no later than two (2) Business Days after Seller becoming aware Party or Guarantor receives any of the same, deliver to Buyer a true, complete, and correct copy of any Control Failure schedule, report, notice, or any other document delivered to Seller Party or Guarantor by any Person pursuant to, or in connection with, any of the Repurchase Assets; (vi) Promptly, but no later than two (2) Business Days after a Seller Party or Guarantor receives notice of the same, any Purchased Mortgage Loan or Contributed Assets submitted to a third party investor (whole loan or securitization) and rejected for purchase; and (vii) with respect to a Purchased Mortgage Loan that the sample testing required pursuant to Section 13(cc) hereof, if any such tested Rental Property in any one Property Level Reporting Period fails to meet the requirements set forth in Section 13(cc)(i)-(iii), and such failure is an eMortgage Loan or any eNote Replacement Failurenot cured within thirty (30) days.

Notice of Proceedings or Adverse Change. Seller Each Borrower shall give notice to Buyer the Lender immediately (unless otherwise indicated specified below) after a Responsible Officer of Seller such Borrower 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; (Ca) promptly upon receipt of notice or knowledge of the occurrence of any Lien Default, Amortization Event or security interest (other than security interests created hereby or under any other Facility Document) on, or claim asserted in writing against, any Event of the Repurchase AssetsDefault; (Db) with respect to any Eligible Asset pledged to the Lender hereunder, promptly upon receipt of any principal prepayment (in full or partial) of such Pledged Asset (which principal prepayment shall promptly be deposited in the applicable Collection Account); (c) with respect to any Eligible Asset pledged to the Lender hereunder, immediately upon receipt of notice or knowledge that the underlying Pledged Property has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as to affect adversely the Collateral Value of such Pledged Asset; (d) as soon as practicable, but, in any case, no more than two (2) Business Days, after Seller a Borrower has obtained actual knowledge of any fact that could reasonably be the basis existence of any Purchased Mortgage Loan Issue Critical Exception or Fatal Exception with respect to a Purchased Mortgage an SBC Loan, notice identifying the related Purchased Mortgage SBC Loan with respect to which such Purchased Mortgage Critical Exception or Fatal Exception, as the case may be, exists and detailing the cause of such Critical Exception or Fatal Exception; (e) promptly upon receipt of notice or knowledge, but, in any case, no more than one (1) Business Day, after a Borrower has obtained actual knowledge of the existence of any Environmental Issue with respect to an SBA Loan, notice identifying the SBC Loan with respect to which such Environmental Issue exists and detailing the cause of such potential Purchased Mortgage Loan Environmental Issue and such Borrower shall, if a Pledged Property is subject to an Environmental Issue, direct the Servicer to immediately stop any foreclosure proceedings and not commence new foreclosure proceedings against such Pledged Property; (Ef) Promptly, but no later than five (5) Business Days, upon receipt of notice or knowledge of (i) any material issue raised upon examination default related to any Collateral, (ii) any material Lien or material security interest (other than security interests created hereby or by the other Loan Documents) on, or material claim asserted against, any of Seller the Collateral or Seller’s facilities (iii) any event or change in circumstances which could reasonably be expected to have a Material Adverse Effect; (g) promptly, but no later than two (2) Business Days after a Borrower receives any of the same, deliver to the Lender a true, complete, and correct copy of any schedule, report, notice, or any other document delivered to a Borrower by any Governmental AuthorityPerson pursuant to, or in connection with, any of the SBC Loans; or (Fh) any other event, circumstance upon discovery by a Borrower or condition that has resulted or would reasonably be expected to result in a Material Adverse Effect; and (v) immediately upon Seller becoming aware the Lender of any Control Failure with respect breach of any representation or warranty listed on Schedule 1-A or Schedule 1-B hereto applicable to a Purchased Mortgage Loan that is an eMortgage Loan or any eNote Replacement FailureEligible Asset, the party discovering such breach shall promptly give notice of such discovery to the other.

Notice of Proceedings or Adverse Change. Seller Such ABFS Entity shall give notice to the Buyer immediately (unless otherwise indicated below) promptly after a Responsible Officer of Seller thereof has any knowledge of: (i) the occurrence of any Default or Event of Default or default or breach by such ABFS Entity of any obligation under any Program Document, or the occurrence or existence of any event or circumstance that such ABFS Entity reasonably expects will with the passage of time become a Default, Event of Default or such a default or breach by it; (ii) any change in the insurance coverage required of such ABFS Entity pursuant to any Program Document, with copy of evidence of same attached; (a) any default or event of default under any Indebtedness of Seller it, (b) within ten (10) calendar days after service of process with respect to the expiration of same, any applicable grace or cure periods)litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against Seller such ABFS Entity in any federal or state court or before any Governmental Authority; Authority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, or (iiic) any material claim, dispute, litigation, investigation, proceeding Material Adverse Effect with respect to the Seller or suspension between Seller and any Governmental Authority, Take-out Investor, third-party loan purchaser or any other PersonABFS; (iv) within ten (10) calendar days after service of process with respect to the same, any litigation or proceeding that is pending or threatened against such ABFS Entity (a) in which the amount involved exceeds $50,000 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 Collateral, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (v) and, 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; (B1) any material change in accounting policies or financial reporting practices of Sellerthe it; (C2) promptly upon receipt of notice or knowledge of any Lien or security interest (other than security interests created hereby or under any other Facility Documenthereby) on, or claim asserted in writing against, any of the Repurchase Assets;Collateral. (Dvi) as soon as practicable, but, in any case, no more than two (2) Business Days, after Seller has obtained knowledge the occurrence of any fact that could reasonably be material employment dispute and a description of 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;strategy for resolving it; and (Evii) 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 resulted, or would reasonably be expected to result has the possibility of resulting, 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. Each of Seller shall give notice to and Guarantor will notify Buyer immediately (unless otherwise indicated below) promptly after a Responsible Officer of Seller or Guarantor, as applicable, has actual knowledge of the occurrence of any knowledge ofof the following (which notice may be included in a Compliance Certificate delivered promptly thereafter), and Seller or Guarantor, as applicable, shall provide such additional documentation and cooperation as Buyer may reasonably request with respect to any of the following; provided that Seller and Guarantor will not be required to provide such additional documentation if Guarantor has provided such additional documentation to Buyer pursuant to the terms of the Quicken Repurchase Agreement: (i) the occurrence of any Default, Event of Default or Termination Event of Defaulthereunder; (ii) any (a) other action, event or condition of any nature that, with or without notice or lapse of time or both, will constitute (1) with respect to each Seller Party, a default under or in respect of any Indebtedness in excess of Seller [***] and (after the expiration 2) with respect to Guarantor, a default under or in respect of any applicable grace Other [***] Debt, and that, if not timely cured by Seller Parties or cure periods)Guarantor, as applicable, or investigation waived by its holder or holders, would cause, or would permit the holder or holders thereof (or a trustee on behalf of such holder or holders) to cause, such Indebtedness in excess of [***] or Other [***] Debt, as applicable, to become or be declared due before its stated maturity, or its prepayment, redemption or defeasance (including repurchase of assets subject to any repurchase agreement, securities contract or similar agreement) to be required, before its stated maturity or termination date; (b)(i) entry of any court judgment or regulatory action order requiring Seller Parties or Guarantor to pay a claim or claims that exceed (1) with respect to Seller Parties, [***], that is pending not covered by insurance, and (2) with respect to Guarantor, [***], that is not covered by insurance, or threatened in writing by (ii) the filing of any petition, claim or lawsuit against Seller Parties or Guarantor, in which the amount involved exceeds (1) with respect to Seller Parties, [***], that is not covered by insurance, and (2) with respect to Guarantor, [***] that is not covered by insurance; or (c) any federal other action, event or state court condition of any nature that has, or before any Governmental Authoritywould reasonably be expected to have, a Material Adverse Effect; (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 Personreserved; (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 SellerSeller or Guarantor except such changes as required by GAAP; (Cv) promptly upon receipt of notice reserved; (vi) the filing, recording or knowledge assessment of any federal, state or local tax Lien or security interest (other than security interests created hereby or under any other Facility DocumentDocuments) on, or claim asserted in writing against, any of the Repurchase AssetsPledged Items; (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 (Fvii) any other event, circumstance or condition that has resulted resulted, or would reasonably be expected to result in a Material Adverse Effect; and (vviii) immediately upon promptly, but no later than one (1) Business Day after any Seller becoming aware Party or Guarantor receives notice of any Control Failure with respect termination or suspension of any approval described in Section 13(x) of Guarantor to a Purchased sell Underlying Mortgage Loan that is Loans to an eMortgage Loan or any eNote Replacement FailureAgency.

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 ofof the occurrence of any of the following within the timeframe specified below: (i) promptly, but in any event within one (1) Business Day following the occurrence of any Default, Event of Default or Event of DefaultServicer Termination Event; (ii) within (a) two (2) Business Days following any event of default or termination event that has occurred under any Indebtedness of any Seller Party, or (after the expiration b) three (3) Business Days following any (x) default that has occurred under any Indebtedness of any applicable grace or cure periods)Seller Party, or investigation or (y) litigation, investigation, regulatory action or proceeding that is pending or threatened in writing by or against a Seller Party or Pledgor in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (z) any Material Adverse Effect with respect to a Seller Party; (iii) within five (5) Business Days following any material claimlitigation or proceeding that is pending or threatened in writing against (a) Seller Party or Pledgor in which the amount involved exceeds the Litigation/Judgment Threshold and is not covered by insurance, disputein which injunctive or similar relief is sought which if adversely determined could have a Material Adverse Effect, litigationand (b) any litigation or proceeding that is pending or threatened in writing in connection with any of the Repurchase Assets, investigationwhich, proceeding or suspension between Seller and any Governmental Authorityif adversely determined, Take-out Investor, third-party loan purchaser or any other Person;would reasonably be expected to have a Material Adverse Effect; and (iv) as soon as reasonably possiblewithin five (5) Business Days, notice of any of the following events: : (A) a material, material and adverse change in the insurance coverage of SellerSeller Party, with a copy of evidence of same attached; ; (B) any material change in accounting policies or financial reporting practices of Seller; Seller Party; (C) promptly upon receipt of notice or knowledge of any Lien or security interest (other than Permitted Liens and 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, any Change 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 Control; 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 resulted, or would is reasonably be expected likely to result 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. The Seller shall give notice to the Buyer immediately (unless otherwise indicated below) promptly after a Responsible Officer responsible officer of the Seller has any knowledge of: (i) the occurrence of any Default or Event of Default; (ii) the occurrence of any Servicer Termination Event; (iii) any (a) default or event of default under any Indebtedness of Seller the Seller, the Servicer or the Limited Guarantor or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against Seller the Seller, the Servicer or the Limited Guarantor in any federal or state court or before any Governmental Authority; Authority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (iiic) any material claimMaterial Adverse Effect with respect to the Seller, dispute, litigation, investigation, proceeding the Servicer or suspension between Seller and any Governmental Authority, Take-out Investor, third-party loan purchaser or any other Personthe Limited Guarantor; (iv) any litigation or proceeding that is pending or threatened against (a) the Seller, the Servicer or the Limited Guarantor in which the amount involved exceeds $500,000 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 any of the Repurchase Assets, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (v) and, as soon as reasonably possible, notice of any of the following events: (A) a material, adverse change in the insurance coverage of the Seller, the Servicer or the Limited Guarantor, with a copy of evidence of same attached; (B) any material change in accounting policies or financial reporting practices of the Seller, the Servicer or the Limited Guarantor; (C) the termination or nonrenewal of any debt facilities of either the Seller, the Servicer or the Limited Guarantor which have a maximum principal amount (or equivalent) available of more than $25,000,000. (D) promptly upon receipt of notice or knowledge of any Lien or security interest (other than security interests created hereby or under any other Facility Repurchase 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;; and (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 resulted, or would reasonably be expected to result has a reasonable possibility of resulting, in a Material Adverse Effect; and. (vvi) immediately upon Promptly, but no later than two (2) Business Days after the Seller becoming aware receives any of the same, deliver to the Buyer a true, complete, and correct copy of any Control Failure with respect to a Purchased Mortgage Loan that is an eMortgage Loan schedule, report, notice, or any eNote Replacement Failureother document delivered to the Seller by any Person pursuant to, or in connection with, any of the Repurchase Assets.

Notice of Proceedings or Adverse Change. Seller The Sellers shall give notice to the Buyer immediately (unless otherwise indicated below) after a Responsible Officer responsible officer of any Seller has any knowledge of: (i) the occurrence of any Default or Event of Default; (ii) any (a) default or event of default under any Indebtedness of any Seller in an aggregate amount in excess of $1,000,000 or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against any Seller in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to any Seller; (iii) any material claimlitigation or proceeding that is pending or threatened against (a) any Seller in which the amount involved exceeds $5,000,000 and is not covered by insurance, disputein which injunctive or similar relief is sought, litigationor which, investigationif adversely determined, would reasonably be expected to have a Material Adverse Effect and (b) any litigation or proceeding that is pending or suspension between Seller and threatened in connection with any Governmental Authorityof the Repurchase Assets, Take-out Investorwhich, third-party loan purchaser or any other Personif 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, adverse change in the insurance coverage of any Seller, with a copy of evidence of same attached; (B) any material change in accounting policies or financial reporting practices of any Seller; (C) the termination or nonrenewal of any debt facilities of any Seller which have a maximum principal amount (or equivalent) available of more than $25,000,000. (D) promptly upon receipt of notice or knowledge of any Lien or security interest (other than security interests created hereby or under any other Facility Repurchase 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;; and (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 resulted, or would reasonably be expected to result has a possibility of resulting, in a Material Adverse Effect; and. (v) immediately upon Promptly, but no later than three (3) Business Days after any Seller becoming aware receives any of the same, deliver to the Buyer a true, complete, and correct copy of any Control Failure with respect to a Purchased Mortgage Loan that is an eMortgage Loan material schedule, report, notice, or any eNote Replacement Failureother document delivered to such Seller by any Person pursuant to, or in connection with, any of the Repurchase Assets.

Notice of Proceedings or Adverse Change. Seller shall give notice to Buyer immediately (unless otherwise indicated below) after a Responsible Officer responsible officer of Seller has any knowledge of: (i) the occurrence of any Default or Event of Default; (ii) any default or event of default under any Indebtedness of Seller; (iii) any litigation or proceeding that is pending or threatened against (a) Seller (after in which the expiration of any applicable grace amount involved exceeds [***], and is not covered by insurance, in which injunctive or cure periods)similar relief is sought, or investigation which, if adversely determined, would reasonably be expected to have a Material Adverse Effect and (b) any litigation or regulatory action proceeding that is pending or threatened in writing by or against Seller in connection with any federal or state court or before any Governmental Authority; (iii) any material claimof the Repurchase Assets, disputewhich, litigationif adversely determined, investigation, proceeding or suspension between Seller and any Governmental Authority, Take-out Investor, third-party loan purchaser or any other Personwould reasonably be expected to have a Material Adverse Effect; (iv) as soon as reasonably possible, notice of any of the following events: (A) a material, adverse material 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) any breach of the Subordinated Loan Agreement or if the Subordinated Loan Agreement has been modified, amended, terminated, altered or not renewed without the prior written consent of Buyer; (D) 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; (DE) 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 reduction of Asset Value with respect to a Purchased Mortgage LoanAsset, notice identifying the related Purchased Mortgage Loan Asset with respect to which such Purchased Mortgage Loan Issue reduction of Asset Value exists and detailing the cause of such potential Purchased Mortgage Loan Issue; (E) any material issue raised upon examination reduction of Seller or Seller’s facilities by any Governmental AuthorityAsset Value; or (F) any other event, circumstance or condition that has resulted or would could reasonably be expected to result in a Material Adverse Effect; (v) Promptly, but no later than [***] after Seller receives any of the same, deliver to Buyer a true, complete, and correct copy of any schedule, report, notice, or any other document delivered to Seller by any Person which could have an adverse effect on the Asset Value of any of the Repurchase Assets; and (vvi) immediately upon Promptly, but no later than [***] after Seller becoming aware receives notice of the same, any Control Failure with respect Mortgage Loan submitted to a Purchased Mortgage Loan that is an eMortgage Loan Take-out Investor (whole loan or any eNote Replacement Failuresecuritization) and rejected for purchase by such Take-out Investor.

Notice of Proceedings or Adverse Change. The Seller shall give notice to the Buyer immediately (unless otherwise indicated below) after a Responsible Officer of the Seller has any knowledge of: (i) the occurrence of any Default or Event of DefaultDefault or Termination Event; (ii) any (a) default or event of default under any Indebtedness of the Seller in an aggregate amount in excess of $1,000,000 or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against the Seller in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to the Seller; (iii) any material claimlitigation or proceeding that is pending or threatened against (a) the Seller in which the amount involved exceeds $1,000,000 and is not covered by insurance, disputein which injunctive or similar relief is sought, litigationor which, investigationwould 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, proceeding or suspension between Seller and any Governmental Authoritywhich, Take-out Investorif adversely determined, third-party loan purchaser or any other Personwould 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, adverse change in the insurance coverage of the Seller, with a copy of evidence of same attached; (B) any material adverse change in accounting policies or financial reporting practices of the 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 Repurchase Document) on, or claim asserted in writing against, any of the Repurchase Assets;; and (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 resulted, or would reasonably be expected to result has a possibility of resulting, in a Material Adverse Effect; and (v) immediately upon Promptly, but no later than five (5) Business Days after the Seller becoming aware receives any of the same, deliver to the Buyer a true, complete, and correct copy of any Control Failure with respect to a Purchased Mortgage Loan that is an eMortgage Loan schedule, report, notice, or any eNote Replacement Failureother document delivered to the Seller by any Person pursuant to, or in connection with, any of the Repurchase Assets.

Notice of Proceedings or Adverse Change. Seller Party shall give notice to Buyer or cause notice to be given to Buyer: (i) immediately (unless otherwise indicated below) after a Responsible Officer Officer, president, executive vice president, chief executive officer, chief financial officer, chief operating officer, secretary or controller of Seller Party has any knowledge of: (iA) the occurrence of any Default or Event of Default; (iiB) any (a) default or event of default under any Indebtedness of Seller Party or (after the expiration of any applicable grace or cure periods)b) material litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against Seller Party in any federal or state court or before any Governmental Authority, and (c) any Material Adverse Effect with respect to Seller Party; (iiiC) any material claimlitigation or proceeding that is pending or threatened (a) against Seller Party in which the amount involved exceeds the Litigation Threshold and is not covered by insurance, disputein which injunctive or similar relief is sought, litigationor which, investigationwould reasonably be expected to have a Material Adverse Effect, proceeding (b) in connection with any of the Repurchase Assets, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect and (c) that questions or suspension between Seller and challenges compliance of any Governmental Authority, Take-out Investor, third-party loan purchaser Mortgage Loan with the Ability to Repay Rule or any other PersonQM Rule; (ivD) as soon as reasonably possible, notice of any of the following events: : (A) a material, adverse change in the insurance coverage of SellerSeller Party, with a copy of evidence of same attached; ; (B) any material change in accounting policies or financial reporting practices of Seller; Seller Party; (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 Program Document) on, or claim asserted in writing against, any of the Repurchase Assets; ; (D) the termination or nonrenewal of any warehouse, repurchase, loan or other mortgage financing facilities of Seller Party or the termination of any early purchase programs or as soon as practicablepooled plus programs of Seller Party, but, which in any each case, no have a maximum principal amount (or equivalent) available of 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; Facility Termination Threshold; (E) any material issue raised upon examination Change in Control or any change in direct or indirect ownership or controlling interest of any Seller Party’s direct or Seller’s facilities by any Governmental Authorityindirect owner; or and (F) any other event, circumstance or condition that has resulted resulted, or would reasonably be expected to result has a possibility of resulting, in a Material Adverse Effect; and; (v1) immediately entering into any settlement with any third party, including, without limitation, a Governmental Authority, or (2) the issuance of a consent order by any Governmental Authority, in which in the case of clauses (1) or (2), the fines, penalties, settlement amounts or any other amounts, individually or in the aggregate, owed by the Seller Party thereunder exceeds the Settlement Threshold in the twelve (12) month period preceding the Termination Date; (F) upon Seller becoming aware of any Control Failure with respect to a Purchased Mortgage Loan that is an eMortgage Loan or any eNote Replacement FailureFailure or any Unauthorized Servicing Modification; and (ii) promptly, but no later than two (2) Business Days after Seller receives notice of the same, (A) any Mortgage Loan submitted for inclusion into an Agency Security and rejected by that Agency for inclusion in such Agency Security or (B) any Mortgage Loan submitted to an Approved Investor (whole loan or securitization) and 51 rejected for purchase by such Approved Investor; (C) any request for repurchase of or indemnification for a Mortgage Loan purchased by a third party investor, if in the aggregate, the Seller has received a request for repurchase or indemnification with respect to Mortgage Loans with an original principal balance equal to or in excess of $4,000,000 in the prior 12-month period or (D) the termination or suspension of approval of Seller to sell any Mortgage Loans to any Approved Investor.

Notice of Proceedings or Adverse Change. Seller Party shall give notice to Buyer or cause notice to be given to Buyer: (i) immediately (unless otherwise indicated below) after a Responsible Officer Officer, president, executive vice president, chief executive officer, chief financial officer, chief operating officer, secretary or controller of Seller Party has any knowledge of: (iA) the occurrence of any Default or Event of Default; (iiB) any (a) default or event of default under any Indebtedness of Seller Party or (after the expiration of any applicable grace or cure periods)b) material litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against Seller Party in any federal or state court or before any Governmental Authority, and (c) any Material Adverse Effect with respect to Seller Party; (iiiC) any material claimlitigation or proceeding that is pending or threatened (a) against Seller Party in which the amount involved exceeds the Litigation Threshold and is not covered by insurance, disputein which injunctive or similar relief is sought, litigationor which, investigationwould reasonably be expected to have a Material Adverse Effect, proceeding (b) in connection with any of the Repurchase Assets, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect and (c) that questions or suspension between Seller and challenges compliance of any Governmental Authority, Take-out Investor, third-party loan purchaser Mortgage Loan with the Ability to Repay Rule or any other PersonQM Rule; (ivD) as soon as reasonably possible, notice of any of the following events: : (A) a material, adverse change in the insurance coverage of SellerSeller Party, with a copy of evidence of same attached; ; (B) any material change in accounting policies or financial reporting practices of Seller; Seller Party; (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 Program Document) on, or claim asserted in writing against, any of the Repurchase Assets; ; (D) the termination or nonrenewal of any warehouse, repurchase, loan or other mortgage financing facilities of Seller Party or the termination of any early purchase programs or as soon as practicablepooled plus programs of Seller Party, but, which in any each case, no have a maximum principal amount (or equivalent) available of 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; Facility Termination Threshold; (E) any material issue raised upon examination Change in Control or any change in direct or indirect ownership or controlling interest of any Seller Party’s direct or Seller’s facilities by any Governmental Authorityindirect owner; or and (F) any other event, circumstance or condition that has resulted resulted, or would reasonably be expected to result has a possibility of resulting, in a Material Adverse Effect; and (vii) immediately upon Promptly, but no later than two (2) Business Days after Seller becoming aware receives notice of the same, (A) any Control Failure Mortgage Loan submitted for inclusion into an Agency Security and rejected by that Agency for inclusion in such Agency Security or (B) any Mortgage Loan submitted to an Approved Investor (whole loan or securitization) and rejected for purchase by such Approved Investor; (C) any request for repurchase of or indemnification for a Mortgage Loan purchased by a third party investor, if in the aggregate, the Seller has received a request for repurchase or indemnification with respect to a Purchased Mortgage Loan that is Loans with an eMortgage Loan original principal balance equal to or in excess of $4,000,000 in the prior 12-month period or (D) the termination or suspension of approval of Seller to sell any eNote Replacement FailureMortgage Loans to any Approved Investor. 3.3 deleting subsection(d)(iv) in its entirety and replacing it with the following:

Notice of Proceedings or Adverse Change. Seller shall give notice to Buyer immediately or cause notice to be given to Buyer: (unless i) Immediately, except as otherwise indicated below) set forth herein, after a Responsible Officer Officer, executive vice president, senior vice president (other than senior vice presidents of retail branches), chief executive officer, chief financial officer, chief operating officer, secretary, treasurer or controller of Seller has any knowledge of: (iA) the occurrence of any Default or Event of Default; (iiB) any (a) default or event of default under any Indebtedness of Seller in excess of $[***] individually or in the aggregate or (after the expiration of any applicable grace or cure periods)b) material litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against Seller in any federal or state court or before any Governmental AuthorityAuthority and (c) any Material Adverse Effect with respect to Seller; (iiiC) any material claimnon-frivolous and credible litigation or proceeding that is pending or threatened (a) against Seller in which the amount involved exceeds the Litigation Threshold and is not covered by insurance, disputein which injunctive or similar relief is sought, litigationor which, investigationwould reasonably be expected to have a Material Adverse Effect, proceeding (b) in connection with any of the Repurchase Assets, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect and (c) that questions or suspension between Seller and challenges compliance of any Governmental Authority, Take-out Investor, third-party loan purchaser Mortgage Loan with the Ability to Repay Rule or any other PersonQM Rule; (ivD) as soon as reasonably possible, notice of any of the following events: : (A) a material, adverse change material reduction 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 DocumentProgram Document or as otherwise contemplated herein) on, or claim asserted in writing against, any of the Repurchase Assets; ; (D) as soon as practicable, but, in the termination or nonrenewal of any case, no debt facilities of Seller which have a maximum principal amount (or equivalent) available of 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; Facility Termination Threshold; (E) the reduction of any material issue raised upon examination committed amounts of Seller or any warehousing facilities of Seller’s facilities by any Governmental Authority; or (F) any Change in Control; and (G) any other event, circumstance or condition that has resulted resulted, or would reasonably be expected to result has a possibility of resulting, in a Material Adverse Effect; and (vii) immediately upon Promptly, but no later than two (2) Business Days after Seller becoming aware receives notice of the same, (A) Mortgage Loans in an aggregate principal amount in excess of $[***] during any Control Failure with respect twelve (12) month period (i) submitted for inclusion into an Agency Security and rejected by that Agency for inclusion in such Agency Security or (ii) submitted to a Purchased an Approved Investor (whole loan or securitization) and rejected for purchase by such Approved Investor; or (B) the termination or suspension of approval of Seller to sell any Mortgage Loan that is an eMortgage Loan or Loans to any eNote Replacement FailureApproved Investor.

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) of the occurrence of any of the following within the timeframe specified below: (1) promptly, but in any event within one (1) Business Day following the occurrence of any Default, Event of Default or Event of DefaultServicer Termination Event; (ii2) within (a) two (2) Business Days following any event of default or termination event that has occurred under any Indebtedness of any Seller Party, or (after the expiration b) three (3) Business Days following any (x) default that has occurred under any Indebtedness of any applicable grace or cure periods)Seller Party, or investigation or (y) litigation, investigation, regulatory action or proceeding that is pending or threatened in writing by or against a Seller Party or Pledgor in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (z) any Material Adverse Effect with respect to a Seller Party; (iii3) within five (5) Business Days following any litigation or proceeding that is pending or threatened in writing against (a) Seller Party or Pledgor in which the amount involved exceeds the Litigation/Judgment Threshold and is not covered by insurance, in which injunctive or similar relief is sought which if adversely determined could have a Material Adverse Effect, and (b) any material claimlitigation or proceeding that is pending or threatened in writing in connection with any of the Repurchase Assets, disputewhich, litigationif adversely determined, investigation, proceeding or suspension between Seller and any Governmental Authority, Take-out Investor, third-party loan purchaser or any other Person;would reasonably be expected to have a Material Adverse Effect; and (iv4) as soon as reasonably possiblewithin five (5) Business Days, notice of any of the following events: : (A) a material, material and adverse change in the insurance coverage of SellerSeller Party, with a copy of evidence of same attached; ; (B) any material change in accounting policies or financial reporting practices of Seller; Seller Party; (C) promptly upon receipt of notice or knowledge of any Lien or security interest (other than Permitted Liens and 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, any Change 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 Control; 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 resulted, or would is reasonably be expected likely to result 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. Seller The Sellers shall give notice to the Buyer immediately (unless otherwise indicated below) promptly after a Responsible Officer responsible officer of any Seller has any knowledge of: (i) the occurrence of any Default or Event of Default; (ii) the occurrence of any Servicer Termination Event; (iii) (A) any default or event of default under any Indebtedness of any Seller (after or the expiration of any applicable grace or cure periods)Servicer, or investigation or (B) any litigation, investigation, regulatory action or proceeding that is pending or threatened in writing by or against any Seller or the Servicer in any federal or state court or before any Governmental Authority; Authority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, or (iiiC) any material claim, dispute, litigation, investigation, proceeding Material Adverse Effect with respect to any Seller or suspension between Seller and any Governmental Authority, Take-out Investor, third-party loan purchaser or any other Personthe Servicer; (iv) as soon as (A) any litigation or proceeding that is pending or threatened against any Seller or the Servicer in which the amount involved exceeds $500,000 and is not covered by insurance, in which injunctive or similar relief is sought, or which, if adversely determined, would reasonably possiblebe expected to have a Material Adverse Effect, notice or (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; or (v) the occurrence of any of the following events: (A) a material, adverse change in the insurance coverage of Sellerany Seller or the Servicer, with a copy of evidence of same attached; (B) any material change in accounting policies or financial reporting practices of Sellerany Seller or the Servicer; (C) the termination or nonrenewal of any debt facilities of any Seller or the Servicer which have a maximum principal amount (or equivalent) available of more than $25,000,000; (D) promptly upon receipt of notice or knowledge of any Lien or security interest (other than security interests created hereby or under any other Facility Repurchase 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 (FE) any other event, circumstance or condition that has resulted resulted, or would reasonably be expected to result has a reasonable possibility of resulting, 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. Seller shall give notice to Buyer Buyer: (i) immediately (unless otherwise indicated below) after a Responsible Officer of Seller has any knowledge of: (iA) the occurrence of any Default or Event of Default; (iiB) any (a) event of default under any Indebtedness of Seller in excess of [***] of Seller’s Net Worth; (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or or, to the knowledge of Seller, threatened in writing by or against Seller in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute an Event of Default, and (c) any Material Adverse Effect with respect to Seller; (iiiC) any material claimlitigation or proceeding that is, disputeto the knowledge of Seller, litigationpending or threatened against (a) Seller in which the amount involved exceeds [***] of Seller’s Net Worth and is not covered by insurance, investigationin 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 or suspension between Seller and that is pending or, to Seller’s knowledge, threatened, in connection with any Governmental Authorityof the Repurchase Assets, Take-out Investorwhich, third-party loan purchaser or any other Personif adversely determined, would reasonably be expected to have a Material Adverse Effect; (ivii) as soon as reasonably possible, notice of any of the following events: (A) a material, material and 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 the termination for cause of notice any existing mortgage loan repurchase or knowledge warehouse facility for assets similar to the Purchased Assets (other than an ordinary course termination by Seller or non-renewal); (D) Seller becoming aware 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 Assets and such Repurchase Asset is not scheduled to be repurchased by Seller within two (2) Business Days, after Seller has obtained knowledge Days 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 obtaining such Purchased Mortgage Loan Issue exists and detailing the cause of such potential Purchased Mortgage Loan Issue;knowledge; and (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 resulted, or would is reasonably be expected likely 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. Seller and Guarantor shall give notice to Buyer immediately (unless otherwise indicated below) after a Responsible Officer responsible officer of Seller or Guarantor has any knowledge of: (i) the occurrence of any Default, Event of Default or Event of DefaultTermination Event; (ii) any (a) event of default under any Indebtedness of Seller or Guarantor or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against Seller or Guarantor in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to Seller or Guarantor; (iii) any material claimlitigation or proceeding that is pending or threatened against (a) Seller or Guarantor in which the amount involved exceeds $10,000,000 and is not covered by insurance, disputeor in which injunctive or similar relief (x) with respect to matters related to the Facility Documents, litigationis sought, investigationor (y) with respect to matters other than those related to an individual Mortgage Loan, is granted or obtained, 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 suspension between Seller and threatened in connection with any Governmental Authorityof the Repurchase Assets, Take-out Investorwhich, third-party loan purchaser or any other Personif 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, adverse any material change in the insurance coverage of SellerSeller or Guarantor, with a copy of evidence of same attached; (B) any material change in accounting policies or financial reporting practices of SellerSeller or Guarantor except as required by GAAP consistently applied; (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 resulted, or would reasonably be expected to result has a possibility of resulting, in a Material Adverse Effect; and (E) any Securities Issuance Failure. (v) immediately upon Promptly, but no later than two (2) Business Days after Seller becoming aware or Guarantor receives any of the same, deliver to Buyer a true, complete, and correct copy of any Control Failure with respect schedule, report, notice, or any other document delivered to a Purchased Seller or Guarantor by any Person pursuant to, or in connection with, any of the Repurchase Assets; and (vi) Promptly, but no later than two (2) Business Days after Seller or Guarantor receives notice of the same, any Transaction Mortgage Loan that is submitted for inclusion into an eMortgage Loan or any eNote Replacement FailureAgency Security and rejected by the Agency for inclusion in such Agency Security.

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: after: (i) the occurrence of any Default or Event of Default; ; (ii) any (a) default or event of default under any Indebtedness of Seller (after the expiration of any applicable grace or cure periods)Seller, or investigation or (b) litigation, investigation, regulatory action or proceeding that is pending or threatened in writing by or against Seller in any federal or state court or before any Governmental Authority; Authority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to Seller; (iii) any material claimlitigation or proceeding that is pending or threatened against (a) Seller in which the amount involved exceeds the Litigation Threshold, disputein which injunctive or similar relief is sought, litigationor which, investigationwould 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 Purchased Mortgage LoansAssets, proceeding the Related Purchased Mortgage LoansCollateral, or suspension between Seller and any Governmental Authoritythe Servicing Rights, Take-out Investor, third-party loan purchaser or any other Person; which would reasonably be expected to have a Material Adverse Effect; (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 Program Document) on, or claim asserted in writing against, any of the Repurchase Assets; Purchased Mortgage LoansAssets, the Related Purchased Mortgage LoansCollateral, or the Servicing Rights; (D) as soon as practicable, but, any Change in Control or any case, no more than two (2) Business Days, after Seller has obtained knowledge change in direct or indirect ownership or controlling interest of any fact that could reasonably be the basis direct or indirect owner 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 Seller; 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 resulted, or would reasonably be expected to result has a possibility of resulting, in a Material Adverse Effect; and (v) immediately upon Promptly, but no later than [*] after Seller becoming aware receives notice of the same, (A) any Control Failure with respect Purchased Mortgage Loan submitted to any third party investor (whole loan or securitization) and rejected for purchase, (B) any request for repurchase of or indemnification for a Purchased Mortgage Loan that is an eMortgage purchased by a third party investor, (C) the termination or suspension of approval of Seller to sell any Purchased Mortgage Loan to any investor, (D) any other notice received from any third-party investor with respect to the Purchased Mortgage Loans or Seller or (E) any eNote Replacement Failure.notice of default or notice of termination from the Subservicer; and

Notice of Proceedings or Adverse Change. Each Seller Party and Guarantor shall give notice to Buyer immediately Administrative Agent promptly (unless otherwise indicated or at such time as noted below) after a Responsible Officer of such Seller Party and Guarantor 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 occurrence of any applicable grace or cure periods)Servicer Termination Event; (iii) any litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against any Seller Party or Guarantor in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, (iv) any litigation or proceeding that is pending or threatened (a) against any Seller Party or Guarantor in which the amount involved exceeds the Litigation Threshold and is not covered by insurance, in which injunctive or similar relief is sought or (b) in connection with any of the Repurchase Assets, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (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; (ivv) as soon as reasonably possible, notice of any of the following events: (A) a material, adverse change an involuntary reduction in the insurance coverage of Sellerany Seller Party or Guarantor, with a copy of evidence of same attached; (B) any material change in accounting policies (other than changes required by GAAP) or financial reporting practices of Sellerany Seller Party or Guarantor; (C) the involuntary termination or the involuntary nonrenewal of any debt facilities of Guarantor which have a maximum principal amount (or equivalent) available of more than the Facility Termination Threshold; (D) 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;; and (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 resulted, or would could be reasonably be expected to result result, in a Material Adverse Effect; LEGAL02/44639412v17 (i) promptly, [***] after an Authorized Representative of any Seller Party or Guarantor receives notice or has knowledge of the same, deliver to Administrative Agent a true, complete, and correct copy of any material schedule, material report, material notice or any other material document delivered to any Seller Party or Guarantor by any Person pursuant to, or in connection with, any of the Repurchase Assets; and (vii) immediately upon promptly, [***] after any Seller becoming aware Party or Guarantor receives notice of the same, any Control Failure with respect Underlying Asset submitted to a Purchased Mortgage Loan that Take-out Investor (whole loan or securitization) is an eMortgage Loan or any eNote Replacement Failurerejected for purchase by such Take-out Investor.

Notice of Proceedings or Adverse Change. The Seller shall give notice to the Buyer immediately (unless otherwise indicated below) after a Responsible Officer of the Seller has any knowledge of: (i) the occurrence of any Default or Event of Default; (ii) any (a) default or event of default under any Indebtedness of the Seller or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against the Seller in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to the Seller; (iii) any material claimlitigation or proceeding that is pending or threatened against (a) the Seller in which the amount involved exceeds $2,000,000 and is not covered by insurance, disputein which injunctive or similar relief is sought, litigationor which, investigationwould 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, proceeding or suspension between Seller and any Governmental Authoritywhich, Take-out Investorif adversely determined, third-party loan purchaser or any other Personwould 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, adverse change in the 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) 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;; and (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 resulted, or would reasonably be expected to result has a possibility of resulting, in a Material Adverse Effect; and (v) immediately upon Promptly, but no later than two (2) Business Days after the Seller becoming aware receives any of the same, deliver to the Buyer a true, complete, and correct copy of any Control Failure with respect to a Purchased Mortgage Loan that is an eMortgage Loan schedule, report, notice, or any eNote Replacement Failureother document delivered to the Seller by any Person pursuant to, or in connection with, any of the Repurchase Assets.

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 (a) default or event of default under any Indebtedness of Seller in excess of [***] or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or or, to the knowledge of Seller, threatened in writing by or against Seller in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to Seller; (iii) any material claimlitigation or proceeding that is pending or, disputeto the best of Seller’s knowledge, litigationthreatened (a) against Seller in which the amount involved exceeds the Litigation Threshold and is not covered by insurance, investigationin which injunctive or similar relief is sought, proceeding or suspension between Seller which, would reasonably be expected to have a Material Adverse Effect, (b) in connection with any of the Repurchase Assets, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect and (c) that questions or challenges compliance of any Governmental Authority, Take-out Investor, third-party loan purchaser Mortgage Loan with the Ability to Repay Rule or any other PersonQM Rule; (iv) as soon as reasonably possible, notice of any of the following events: : (A) a material, material and 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 Program Document) on, or claim asserted in writing against, any of the Repurchase Assets; ; (D) as soon as practicable, but, in the termination or nonrenewal of any case, no debt facilities of Seller which have a maximum principal amount (or equivalent) available of 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; Facility Termination Threshold; (E) any material issue raised upon examination of Seller or Seller’s facilities by any Governmental AuthorityChange in Control; or and (F) any other event, circumstance or condition that has resulted resulted, or would is reasonably be expected likely to result result, in a Material Adverse Effect; and (v) immediately upon Promptly, but no later than two (2) Business Days after Seller becoming aware receives notice of the same, (A) any Control Failure with respect to a Purchased Mortgage Loan submitted for inclusion into an Agency Security and rejected by that is Agency for inclusion in such Agency Security or (B) any Purchased Mortgage Loan submitted to an eMortgage Loan Approved Investor (whole loan or securitization) and rejected for purchase by such Approved Investor or (C) the termination or suspension of approval of Seller to sell any eNote Replacement FailureMortgage Loans to any Approved Investor.

Notice of Proceedings or Adverse Change. Each Seller shall give notice to the Buyer immediately (unless otherwise indicated below) after a Responsible Officer of any Seller has any knowledge of: (i) the occurrence of any Default or Event of DefaultDefault or Termination Event; (ii) any (a) default or event of default under any Indebtedness of the Seller or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against Seller the Sellers in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to any Seller; (iii) any material claimlitigation or proceeding that is pending or threatened against (a) any Seller in which the amount involved exceeds $2 million and is not covered by insurance, disputein which injunctive or similar relief is sought, litigationor which, investigationwould 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, proceeding or suspension between Seller and any Governmental Authoritywhich, Take-out Investorif adversely determined, third-party loan purchaser or any other Personwould 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, adverse change in the insurance coverage of any Seller, with a copy of evidence of same attached; (B) any material change in accounting policies or financial reporting practices of any 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 Repurchase Document) on, or claim asserted in writing against, any of the Repurchase Assets;; and (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 resulted, or would reasonably be expected to result has a possibility of resulting, 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. Seller Borrowers shall give notice to Buyer immediately Lender promptly (unless otherwise indicated specified below) after a Responsible Officer of Seller any Borrower has any knowledge of or receives knowledge of, as applicable: (i) the occurrence of any Default or Event of Default; (ii) any (a) default or event of default under any Indebtedness of Seller (after the expiration of any applicable grace or cure periods)Borrower Party, or investigation or (b) litigation, investigation, regulatory action or proceeding that is pending or threatened in writing by or against Seller any Borrower Party in any federal or state court or before any Governmental AuthorityAuthority which, if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, or (c) Material Adverse Effect; (iii) any material claim, dispute, litigation, investigation, litigation or proceeding that is pending or suspension between Seller and threatened against (a) any Governmental Authority, Take-out Investor, third-party loan purchaser Borrower Party or Guarantor in which the amount involved exceeds $100,000 (with respect to any Borrower or any other PersonPledgor) or $5,000,000 (with respect to Guarantor), 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 any of the Collateral, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (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 DocumentDocument or any Permitted Lien) on, or claim asserted in writing against, any of the Repurchase AssetsCollateral; (Dv) as soon as reasonably possible, notice of any of the following events: (A) a material change in the insurance coverage of any Borrower, with a copy of evidence of same attached; (B) any material change in accounting policies or financial reporting practices of any Borrower Party or Guarantor; or (C) any other event, circumstance or condition that has resulted or could reasonably be expected to result in a Material Adverse Effect (vi) as soon as practicable, but, in any case, no not more than two (2) Business Days, after Seller any Borrower Party has obtained knowledge of any fact that could reasonably be the basis of any Purchased Mortgage Loan Financed Rental Property Issue with respect to a Purchased Mortgage Loanany Financed Rental Property, notice identifying the related Purchased Mortgage Loan Financed Rental Property with respect to which such Purchased Mortgage Loan Financed Rental Property Issue exists and detailing the cause of such potential Purchased Mortgage Loan Financed Rental Property 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 (vvii) immediately upon Seller becoming aware promptly, but no later than two (2) Business Days after any Borrower Party receives any of the same, deliver to Lender a true and correct copy of any Control Failure with respect to a Purchased Mortgage Loan that is an eMortgage Loan schedule, report, notice, or any eNote Replacement Failureother document delivered to such Borrower Party by any Person pursuant to, or in connection with, any Collateral.

Notice of Proceedings or Adverse Change. Seller shall give notice to Buyer immediately (unless otherwise indicated below) after a Responsible Officer of Seller has the occurrence of any knowledge ofof the following: (ia) the occurrence of any Default or Event of Default; (iib) any (i) default or event of default under any Indebtedness of Seller Seller; (after ii) the expiration suspension, revocation or termination of any applicable grace existing credit relationship to facilitate the origination of residential mortgage loans or cure periods)the suspension, revocation or investigation termination of any existing relationship with Xxxxxx Xxx or Xxxxxxx Mac to facilitate the sale of residential mortgage loans if such suspension, revocation or termination is or would have been made Xxxxxx Mae or Xxxxxxx Mac; (iii) litigation, investigation, regulatory action or proceeding that is pending or or, to the best of Seller’s knowledge, threatened in writing by or against Seller in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default; (iv) any Material Adverse Effect with respect to Seller; and (v) actual or, to the best of Seller’s knowledge, threatened suspension, revocation or termination of Seller’s licensing or eligibility, in any respect, as an approved, licensed lender, seller, mortgagee or servicer; (iiic) any material claimlitigation or proceeding that is pending or threatened against (a) Seller in which the amount involved exceeds one million ($1,000,000) dollars and is not covered by insurance, disputein which injunctive or similar relief is sought, litigationor which, investigationwould 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 Collateral, proceeding or suspension between Seller and any Governmental Authoritywhich, Take-out Investorif adversely determined, third-party loan purchaser or any other Personwould reasonably be expected to have a Material Adverse Effect; (ivd) and, as soon as reasonably possible, notice of any of the following events: (Ai) a material, adverse change in the insurance coverage of Seller, with a copy of evidence of same attached, which would reasonably be expected to have a Material Adverse Effect; (Bii) any material change in accounting policies or financial reporting practices of SellerSeller which would reasonably be expected to have a Material Adverse Effect; (Ciii) any change in the Executive Management of Seller which would reasonably be expected to have a Material Adverse Effect; (iv) promptly upon receipt of notice or knowledge of any Lien or security interest (other than security interests created hereby or under any other Facility Repurchase 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 Collateral 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 have a Material Adverse Effect; and (v) immediately upon any other event, circumstance or condition which would reasonably be expected to have a Material Adverse Effect; and (e) Promptly, but no later than two (2) Business Days after Seller becoming aware receives any of the same, deliver to Buyer a true, complete, and correct copy of any Control Failure with respect to a Purchased Mortgage Loan that is an eMortgage Loan schedule, report, notice, or any eNote Replacement Failureother document delivered to Seller by any Person pursuant to, or in connection with, any of the Collateral.

Notice of Proceedings or Adverse Change. Each Seller Party shall give notice to Buyer immediately (unless otherwise indicated below) promptly but in no event later than the time frames set forth below after a Responsible Officer of such Seller Party has any knowledge of: (i) no later than one (1) Business day, the occurrence of any Default or Event of Default; (ii) no later than one (1) Business Day, any (a) default or event of default under any Indebtedness of such Seller (after Party the expiration outstanding principal amount of any applicable grace or cure periods)which is in excess of $1,000,000, or investigation or (b) litigation, investigation, regulatory action or proceeding that is pending or threatened in writing by or against such Seller Party in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to such Seller Party; (iii) no later than two (2) Business Days, any material claimlitigation or proceeding that is pending or threatened (a) against Seller Party in which the amount involved exceeds the Litigation Threshold and is not covered by insurance, disputein which injunctive or similar relief is sought, litigationor which, investigationwould reasonably be expected to have a Material Adverse Effect, proceeding (b) in connection with any of the Repurchase Assets, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect and (c) that questions or suspension between Seller and challenges compliance of any Governmental Authority, Take-out Investor, third-party loan purchaser Mortgage Loan with the Ability to Repay Rule or any other PersonQM Rule; (iv) no later than two (2) Business Days, and, as soon as reasonably possible, notice of any of the following events: : (A) a material, adverse material change in the insurance coverage of Sellersuch Seller Party, with a copy of evidence of same attached; ; (B) any material change in accounting policies or financial reporting practices of Seller; such Seller Party; (C) promptly upon receipt of notice or knowledge of any ‑16‑ Lien or security interest (other than security interests created hereby or under any other Facility Program Document) on, or claim asserted in writing against, any of the Repurchase Assets; ; (D) as soon as practicable, but, in the termination or nonrenewal of any case, no debt facilities of such Seller Party which have a maximum principal amount (or equivalent) available of 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; Facility Termination Threshold; (E) any material issue raised upon examination Change in Control or any change in direct or indirect ownership or controlling interest of any Seller Party’s direct or Seller’s facilities by any Governmental Authorityindirect owner; or (F) any other event, circumstance or condition that has resulted resulted, or would could reasonably be expected to result result, in a Material Adverse Effect; and; (v) immediately upon no later than two (2) Business Days after Seller becoming aware receives notice of the same, (A) any Control Failure with respect to a Purchased Mortgage Loan submitted for inclusion into an Agency Security and rejected by that is Agency for inclusion in such Agency Security; (B) any Mortgage Loan submitted to an eMortgage Approved Investor (whole loan or securitization) and rejected for purchase by such Approved Investor; (C) any request for repurchase of or indemnification for a Mortgage Loan purchased by a third party investor; or (D) the termination or suspension of approval of Seller to sell any eNote Replacement FailureMortgage Loans to any Approved Investor.

Notice of Proceedings or Adverse Change. Seller shall give notice to Buyer immediately (unless otherwise indicated below) after a Responsible Officer responsible officer of Seller has any knowledge of: (i) the occurrence of any Default or Event of Default; (ii) any default or event of default under any Indebtedness of Seller which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default; (after iii) any litigation or proceeding that is pending or threatened against (a) Seller in which the expiration of any applicable grace amount involved exceeds [***], and is not covered by insurance, in which injunctive or cure periods)similar relief is sought, or investigation which, if adversely determined, would reasonably be expected to have a Material Adverse Effect and (b) any litigation or regulatory action proceeding that is pending or threatened in writing by or against Seller in connection with any federal or state court or before any Governmental Authority; (iii) any material claimof the Repurchase Assets, disputewhich, litigationif adversely determined, investigation, proceeding or suspension between Seller and any Governmental Authority, Take-out Investor, third-party loan purchaser or any other Personwould reasonably be expected to have a Material Adverse Effect; (iv) as soon as reasonably possible, notice of any of the following events: (A) a material, adverse material 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) notice or knowledge that a Servicer, for any reason, ceases to possess any agency approvals required to service the Mortgage Loans, or should notification to the relevant agency or to HUD be required; (D) 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; (DE) 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 reduction of Asset Value with respect to a Purchased Mortgage LoanAsset, notice identifying the related Purchased Mortgage Loan Asset with respect to which such Purchased Mortgage Loan Issue reduction of Asset Value exists and detailing the cause of such potential Purchased Mortgage Loan Issue; (E) any material issue raised upon examination reduction of Seller or Seller’s facilities by any Governmental AuthorityAsset Value; or (F) any other event, circumstance or condition that has resulted or would could reasonably be expected to result in a Material Adverse Effect; (v) Promptly, but no later than [***] after Seller receives any of the same, deliver to Buyer a true, complete, and correct copy of any schedule, report, notice, or any other document delivered to Seller by any Person which would have an adverse effect on the Asset Value of any of the Repurchase Assets; (vi) Promptly, but no later than [***] after Seller receives notice of the same, any Mortgage Loan submitted to a Take-out Investor (whole loan or securitization) and rejected for purchase by such Take-out Investor; (vii) Promptly, but no later than [***] after Seller receives notice of any Security Issuance Failure; and (vviii) immediately upon Promptly, but no later than [***] after Seller becoming aware receives notice of the same, any Control Failure Pooled Loan is eligible for a forward trade with respect a Take-out Investor by providing a copy of the applicable Take-out Commitment to a Purchased Mortgage Loan that is an eMortgage Loan or any eNote Replacement Failurethe Buyer.

Notice of Proceedings or Adverse Change. Seller shall give notice to Buyer Buyer: (i) immediately (unless otherwise indicated below) after a Responsible Officer of Seller has any knowledge of: (iA) the occurrence of any Default or Event of Default; (iiB) any (a) default or event of default under any Indebtedness of Seller or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against Seller in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to Seller; (iiiC) any material claimlitigation or proceeding that is pending or threatened against (a) Seller in which the amount involved exceeds five percent (5%) of Seller’s Adjusted Tangible Net Worth and is not covered by insurance, disputein which injunctive or similar relief is sought, litigationor which, investigationwould 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, proceeding or suspension between Seller and any Governmental Authoritywhich, Take-out Investorif adversely determined, third-party loan purchaser or any other Personwould reasonably be expected to have a Material Adverse Effect; (ivii) as soon as reasonably possible, notice of any of the following events: (A) a material, adverse material change in the insurance Fidelity 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, which may be accomplished as part of the financial reporting provided for under Section 12(d) hereof; (C) promptly upon receipt the termination or nonrenewal of notice any debt facilities of Seller in excess of $100,000,000 and which termination or knowledge nonrenewal is (1) not at the option of the Seller, or (2) as a result of the counterparty’s business decision to discontinue offering such debt facilities generally; (D) any Lien or security interest (other than security interests created hereby or under any other Facility DocumentDocument or otherwise in favor of Buyer or its Affiliates) 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;; and (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 resulted, or would reasonably be expected to result has a reasonable possibility of resulting, in a Material Adverse Effect; and. (viii) immediately upon Promptly, but no later than two (2) Business Days after Seller becoming aware receives any of the same, deliver to Buyer a true, complete, and correct copy of any Control Failure with respect schedule, report, notice, or any other document delivered to Seller by any Person pursuant to, or in connection with, any of the Repurchase Assets. (iv) Promptly, but no later than two (2) Business Days after Seller receives notice of the same, (A) any Mortgage Loan submitted for inclusion into an Agency Security and rejected by that Agency for inclusion in such Agency Security or (B) any Mortgage Loan submitted to a Purchased Mortgage Loan that is an eMortgage Loan Takeout Investor (whole loan or any eNote Replacement Failuresecuritization) and rejected for purchase by such Takeout Investor.

Notice of Proceedings or Adverse Change. Seller Party shall give notice to Buyer immediately (unless otherwise indicated below) promptly after a Responsible Officer of Seller Party has any knowledge of: (i) the occurrence of any Default or Event of Default; (ii) any (a) default or event of default under any material Indebtedness of Seller Party or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against Seller Party in any federal or state court or before any Governmental AuthorityAuthority which is reasonably expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to Seller Party; (iii) any material claimlitigation or proceeding that is pending or threatened against (a) Seller Party in which the amount involved exceeds the Litigation Threshold and is not covered by insurance, disputein which injunctive or similar relief is sought, litigationor which is reasonably 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, investigation, proceeding or suspension between Seller and any Governmental Authority, Take-out Investor, third-party loan purchaser or any other Personwhich is reasonably expected to have a Material Adverse Effect; (iv) as soon as reasonably possible, notice of any of the following events: : (A) a material, adverse change in the insurance coverage required of SellerSeller Party pursuant to any Program Agreement, with a copy of evidence of same attached; ; (B) any material change in accounting policies or financial reporting practices of Seller; Seller Party; (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 Program Document) on, or claim asserted in writing against, any of the Repurchase Assets; ; (D) as soon as practicable, but, in the termination or nonrenewal of any case, no debt facilities of Seller Party which have a maximum principal amount (or equivalent) available of 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; Facility Termination Threshold; (E) any material issue raised upon examination of Seller or Seller’s facilities by any Governmental AuthorityChange in Control; or and (F) any other event, circumstance or condition that has resulted resulted, or would is reasonably be expected to result result, in a Material Adverse Effect; and (v) immediately upon Promptly, but no later than three (3) Business Days after Seller becoming aware receives notice of the same, the termination or suspension of approval of Seller to sell (A) any Control Failure with respect Mortgage Loans to a Purchased any Agency or (B) any Jumbo Mortgage Loan that is Loans to an eMortgage Loan Approved Investor or any eNote Replacement Failurethird party purchaser.

Notice of Proceedings or Adverse Change. Seller The Sellers shall give notice to the Buyer immediately (unless otherwise indicated below) after a Responsible Officer of any Seller has any knowledge of: (i) the occurrence of any Default or Event of DefaultDefault or Termination Event; (ii) any (a) default or event of default under any Indebtedness of any Seller in an aggregate amount in excess of $1,000,000 or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against any Seller in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to any Seller; (iii) any material claimlitigation or proceeding that is pending or threatened against (a) any Seller in which the amount involved exceeds $1,000,000 and is not covered by insurance, disputein which injunctive or similar relief is sought, litigationor which, investigationwould 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, proceeding or suspension between Seller and any Governmental Authoritywhich, Take-out Investorif adversely determined, third-party loan purchaser or any other Personwould 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, adverse change in the insurance coverage of any Seller, with a copy of evidence of same attached; (B) any material adverse change in accounting policies or financial reporting practices of any 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 Repurchase Document) on, or claim asserted in writing against, any of the Repurchase Assets;; and (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 resulted, or would reasonably be expected to result has a possibility of resulting, in a Material Adverse Effect; and (v) immediately upon Promptly, but no later than five (5) Business Days after any Seller becoming aware receives any of the same, deliver to the Buyer a true, complete, and correct copy of any Control Failure with respect to a Purchased Mortgage Loan that is an eMortgage Loan schedule, report, notice, or any eNote Replacement Failureother document delivered to such Seller by any Person pursuant to, or in connection with, any of the Repurchase Assets.

Notice of Proceedings or Adverse Change. Each Seller shall give notice to Buyer immediately (unless otherwise indicated below) promptly after a Responsible Officer responsible officer of each Seller has any knowledge of: (i) the occurrence of any Default or Event of Default; (ii) any (a) default or event of default under any Indebtedness of any Seller or any Originator or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against a Seller or an Originator in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default; (iii) any material claimlitigation or proceeding that is pending or threatened against (a) any Seller or Guarantor in which the amount involved exceeds Five Hundred Thousand Dollars ($500,000), disputeand is not covered by insurance, litigationin which injunctive or similar relief is sought, investigationor which, if adversely determined, would reasonably be expected to have a Material Adverse Effect and (b) any litigation or proceeding that is pending or suspension between Seller and threatened in connection with any Governmental Authorityof the Repurchase Assets, Take-out Investorwhich, third-party loan purchaser or any other Person;if adversely determined, would reasonably be expected to have a Material Adverse Effect; and (iv) as soon as reasonably possiblepracticable, notice of any of the following events: (A) a material, adverse change in the insurance coverage of either Seller, with a copy of evidence of same attached; (B) any material change in accounting policies or financial reporting practices of either Seller; (C) [reserved]; (D) 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; (DE) as soon as practicable, but, in any case, no more than two (2) Business Days, after either Seller has obtained knowledge of any fact that could reasonably be the basis of any Purchased Mortgage Loan Asset Issue with respect to a Purchased Mortgage LoanAsset, notice identifying the related Purchased Mortgage Loan Asset with respect to which such Purchased Mortgage Loan Asset Issue exists and detailing the cause of such potential Purchased Mortgage Loan Asset 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 could reasonably be expected to result in a Material Adverse Effect; and. (v) immediately upon Promptly, but no later than five (5) Business Days after either Seller becoming aware receives any of the same, deliver to Buyer a true, complete, and correct copy of any Control Failure with respect notice, or any other document (other than notices delivered in the ordinary course of business or documents having no impact on the value of the Purchased Assets) received by either Seller from any Person pursuant to, or in connection with, any of the Repurchase Assets; or (vi) Promptly, but no later than ten (10) Business Days after either Seller receives notice of the same, any Mortgage Loan submitted to a Purchased Mortgage Loan that is an eMortgage Loan Take-out Investor (whole loan or any eNote Replacement Failuresecuritization) and rejected for purchase by such Take-out Investor.

Notice of Proceedings or Adverse Change. Seller Party shall give notice to Buyer immediately (unless otherwise indicated below) after a Responsible Officer of Seller Party has any knowledge ofof the occurrence of any of the following within the timeframe specified below: (i) promptly following the occurrence of any Default or Default, Event of Default, Collateral Administrator Default or Collateral Administrator MAE; (ii) within (a) one (1) Business Day following any event of default that has occurred under any Indebtedness of any Seller Party, or (after the expiration b) three (3) Business Days following any (x) default that has occurred under any Indebtedness of any applicable grace or cure periods)Seller Party, or investigation or (y) litigation, investigation, regulatory action or proceeding that is pending or threatened in writing by or against a Seller Party in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (z) any Material Adverse Effect with respect to a Seller Party; (iii) within five (5) Business Days following any material claimlitigation or proceeding that is pending or threatened in writing against (a) Seller Party in which the amount involved exceeds the Litigation Threshold and is not covered by insurance, disputein which injunctive or similar relief is sought which if adversely determined would reasonably be expected to have a Material Adverse Effect, litigationand (b) any litigation or proceeding that is pending or threatened in writing in connection with any of the Repurchase Assets, investigationwhich, proceeding or suspension between Seller and any Governmental Authorityif adversely determined, Take-out Investor, third-party loan purchaser or any other Person;would reasonably be expected to have a Material Adverse Effect; and (iv) as soon as reasonably possiblewithin five (5) Business Days, notice of any of the following events: : (A) a material, material and adverse change in the insurance coverage of SellerSeller Party, with a copy of evidence of same attached; ; (B) any material change in accounting policies or financial reporting practices of Seller; Seller Party; (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 Program 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; [reserved]; (E) any material issue raised upon examination of Seller or Seller’s facilities by any Governmental AuthorityChange in Control; or and (F) any other event, circumstance or condition that has resulted resulted, or would is reasonably be expected likely to result 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. Seller Party shall give notice to Buyer immediately (unless otherwise indicated below) after a Responsible Officer of Seller Party has any knowledge ofof the occurrence of any of the following within the timeframe specified below: (i) immediately following the occurrence of any Default, Event of Default or Event of Collateral Administrator Default; (ii) within (a) one (1) Business Day following any event of default that has occurred under any Indebtedness of any Seller Party, or (after the expiration b) five (5) Business Days following any (x) default that has occurred under any Indebtedness of any applicable grace or cure periods)Seller Party, or investigation or (y) litigation, investigation, regulatory action or proceeding that is pending or threatened in writing by or against a Seller Party in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (z) any Material Adverse Effect with respect to a Seller Party; (iii) within five (5) Business Days following any material claimlitigation or proceeding that is pending or threatened in writing against (a) Seller Party in which the amount involved exceeds the Litigation Threshold and is not covered by insurance, disputein which injunctive or similar relief is sought which if adversely determined could have a Material Adverse Effect, litigationand (b) any litigation or proceeding that is pending or threatened in writing in connection with any of the Repurchase Assets, investigationwhich, proceeding or suspension between Seller and any Governmental Authorityif adversely determined, Take-out Investor, third-party loan purchaser or any other Person;would reasonably be expected to have a Material Adverse Effect; and (iv) as soon as reasonably possiblewithin five (5) Business Days, notice of any of the following events: : (A) a material, material and adverse change in the insurance coverage of SellerSeller Party, with a copy of evidence of same attached; ; (B) any material change in accounting policies or financial reporting practices of Seller; Seller Party; (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 Program 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; [reserved]; (E) any material issue raised upon examination Change in Control or any change in direct or indirect ownership or controlling interest of any Seller Party’s direct or Seller’s facilities by any Governmental Authorityindirect owner; or and (F) any other event, circumstance or condition that has resulted resulted, or would is reasonably be expected likely to result 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. Seller and Guarantor shall give notice to Buyer Buyer: (i) immediately (unless otherwise indicated below) after a Responsible Officer of Seller has any knowledge of: (iA) the occurrence of (a) any Default or Event of Default, or (b) any default or breach by Servicer of any Facility Document, or (c) any default or breach by Seller, Guarantor or Servicer of any material contract or agreement to which it is a party; (iiB) any (a) default or event of default under any Indebtedness of Seller or Guarantor or any material and adverse notices (after the expiration including, without limitation, notices of any applicable grace default, breaches, potential defaults or cure periods)potential breaches) (b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against Seller or Guarantor in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) Material Adverse Effect with respect to Seller or Guarantor; (iiiC) any material claimlitigation or proceeding that is pending or threatened against (a) (x) Seller in which the amount involved exceeds $10,000,000 or (y) Guarantor in which the amount involved exceeds $10,000,000 and, disputein each case, litigationis not covered by insurance, investigationin 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 suspension between Seller and threatened in connection with any Governmental Authorityof the Repurchase Assets, Take-out Investorwhich, third-party loan purchaser or any other Personif adversely determined, would reasonably be expected to have a Material Adverse Effect; (ivii) as soon as reasonably possible, notice of any of the following eventspractical: (A) a material, adverse change in the insurance coverage of SellerSeller or Guarantor, with a copy of evidence of same attached; (B) any material change in accounting policies or financial reporting practices of SellerSeller or Guarantor, which may be accomplished as part of the financial reporting provided for under Section 13(b) hereof; (C) promptly upon receipt the termination or nonrenewal of notice any debt facilities of Seller in excess of $100,000,000 and which termination or knowledge nonrenewal is (1) not at the option of the Seller, or (2) as a result of the counterparty’s business decision to discontinue offering such debt facilities generally; (D) any Lien or security interest (other than security interests created hereby or under any other Facility Document) on, Document or claim asserted otherwise 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;favor (E) any material issue raised upon examination of changes to financial covenants that are more favorable to the lender or more stringent to the Seller or Seller’s facilities by any Governmental Authorityunder a Supplemental Facility; orand (F) any other event, circumstance or condition that has resulted resulted, or would reasonably be expected to result has a possibility of resulting, in a Material Adverse Effect; and. (viii) immediately upon Promptly, but no later than two (2) Business Days after Seller becoming aware receives any of the same, deliver to Buyer a true, complete, and correct copy of any Control Failure with respect schedule, report, notice, or any other document delivered to Seller by any Person pursuant to, or in connection with, any of the Repurchase Assets. (iv) Promptly, but no later than two (2) Business Days after Seller receives notice of the same, (A) any Mortgage Loan submitted for inclusion into an Agency Security and rejected by that Agency for inclusion in such Agency Security or (B) any Mortgage Loan submitted to a Purchased Mortgage Loan that is an eMortgage Loan Takeout Investor (whole loan or any eNote Replacement Failuresecuritization) and rejected for purchase by such Takeout Investor.

Notice of Proceedings or Adverse Change. Seller Party shall give notice to Buyer or cause notice to be given to Buyer: (i) immediately (unless otherwise indicated below) after a Responsible Officer of Seller Party has any knowledge of: (iA) the occurrence of any Default or Event of Default; (iiB) any (a) default or event of default under any Indebtedness of Seller Party or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against Seller Party in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to Seller Party; (iiiC) any material claimlitigation or proceeding that is pending or threatened (a) against Seller Party in which the amount involved exceeds the Litigation Threshold and is not covered by insurance, disputein which injunctive or similar relief is sought, litigationor which, investigationwould reasonably be expected to have a Material Adverse Effect, proceeding (b) in connection with any of the Repurchase Assets, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect and (c) that questions or suspension between Seller and challenges compliance of any Governmental Authority, Take-out Investor, third-party loan purchaser Mortgage Loan with the Ability to Repay Rule or any other PersonQM Rule; (ivD) as soon as reasonably possible, notice of any of the following events: : (A) a material, adverse change in the insurance coverage of SellerSeller Party, with a copy of evidence of same attached; ; (B) any material change in accounting policies or financial reporting practices of Seller; Seller Party; (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 Program Document) on, or claim asserted in writing against, any of the Repurchase Assets; ; (D) as soon as practicable, but, in the termination or nonrenewal of any case, no debt facilities of Seller Party which have a maximum principal amount (or equivalent) available of 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; Facility Termination Threshold; (E) any material issue raised upon examination Change in Control or any change in direct or indirect ownership or controlling interest of any Seller Party’s direct or Seller’s facilities by any Governmental Authorityindirect owner; or and (F) any other event, circumstance or condition that has resulted resulted, or would reasonably be expected to result has a possibility of resulting, in a Material Adverse Effect; and (vii) immediately upon Promptly, but no later than [***] after Seller becoming aware receives notice of the same, (A) any Control Failure with respect to a Purchased Mortgage Loan submitted for inclusion into an Agency Security and rejected by that is Agency for inclusion in such Agency Security or (B) any Mortgage Loan submitted to an eMortgage Loan Approved Investor (whole loan or securitization) and rejected for purchase by such Approved Investor; or (C) the termination or suspension of approval of Seller to sell any eNote Replacement FailureMortgage Loans to any Approved Investor.

Notice of Proceedings or Adverse Change. Seller shall give notice to Buyer or cause notice to be given to Buyer: (i) immediately (unless otherwise indicated below) after a Responsible Officer Officer, president, executive vice president, chief executive officer, chief financial officer, chief operating officer, secretary, treasurer or controller of Seller has any knowledge of: (iA) the occurrence of any Default or Event of Default; (iiB) any (a) default or event of default under any Indebtedness of Seller or (after the expiration of any applicable grace or cure periods)b) material investigation or, or investigation or material regulatory action that is pending or or, to the knowledge of the Seller, threatened in writing by or against Seller in any federal or state court or before any Governmental Authority, and (c) any Material Adverse Effect with respect to Seller; LEGAL02/40558019v11 (C) any litigation or proceeding that is pending or, to the knowledge of Seller, threatened (a) against Seller in which the amount involved exceeds the Litigation Threshold 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 or (b) in connection with any of the Repurchase Assets, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (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; (ivD) as soon as reasonably possible, notice of any of the following events: : (A) a material, material and 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; Seller other than those changes required in order to comply with applicable law or regulatory requirements; (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 Program Document) on, or claim asserted in writing against, any of the Repurchase Assets; ; (D) as soon as practicable, but, any Change 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; Control; or (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 resulted, or would has a reasonably be expected to result likelihood of resulting, in a Material Adverse Effect; and; (v1) immediately entering into any settlement with any third party, including, without limitation, a Governmental Authority, or (2) the issuance of a consent order by any Governmental Authority, in which in the case of clauses (1) or (2), the fines, penalties, settlement amounts or any other amounts owed by Seller thereunder exceeds the Litigation Threshold; (F) 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; and (ii) Promptly, but no later than two (2) Business Days after Seller receives notice of the same, (A) any Mortgage Loan submitted for inclusion into an Agency Security and rejected by that Agency for inclusion in such Agency Security or (B) any Mortgage Loan submitted to an Approved Investor (whole loan or securitization) and rejected for purchase by such Approved Investor; or (C) the termination or suspension of approval of Seller to sell any Mortgage Loans to any Approved Investor.

Notice of Proceedings or Adverse Change. Seller Sellers 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 (a) default or event of default under any Indebtedness of any Seller or Guarantor that is greater than $5,000,000 individually or in the aggregate or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against any Seller or Guarantor in any federal or state court or before any Governmental AuthorityAuthority 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 any Seller or Guarantor; (iii) any material claimlitigation or proceeding that is pending or threatened against (a) Sellers in which the amount involved exceeds $5,000,000 and is not covered by insurance, disputein which injunctive or similar relief is sought, litigationor which, investigationwould 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, proceeding or suspension between Seller and any Governmental Authoritywhich, Take-out Investorif adversely determined, third-party loan purchaser or any other Personwould 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, adverse change in the insurance coverage of SellerSellers or Guarantor, with a copy of evidence of same attached; (B) any material change in accounting policies or financial reporting practices of SellerSellers or Guarantor; (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;; and (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 resulted, or would reasonably be expected to result has a possibility of resulting, 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. Seller shall give notice to Buyer immediately Buyer: (unless otherwise indicated belowi) promptly, but in no case more than one (1) Business Day, after a Responsible Officer of Seller has any knowledge of: (iA) the occurrence of any Default or Event of Default; (iiB) any (a) default or event of default under any Indebtedness of Seller or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against Seller in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to Seller; (iiiC) any material claimlitigation or proceeding that is pending or threatened against (a) Seller in which the amount involved exceeds $25,000,000 and is not covered by insurance, disputein which injunctive or similar relief is sought, litigationor which, investigationwould 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, proceeding or suspension between Seller and any Governmental Authoritywhich, Take-out Investorif adversely determined, third-party loan purchaser or any other Personwould reasonably be expected to have a Material Adverse Effect; (ivD) in the event that any information, reports, financial statements, exhibits or schedules furnished in writing by or on behalf of Seller to Buyer in connection with this Repurchase Agreement or the other Facility Documents or included herein or therein or delivered pursuant hereto or thereto contains any untrue statement of material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in any material respect, Seller shall promptly (and in any event within five (5) Business Days after a Responsible Officer of Seller obtains knowledge thereof) (1) notify Buyer of such inaccuracy or omission and (2) provide to Buyer applicable corrected and complete information, reports, financial statements, exhibits and schedules; (ii) as soon as reasonably possible, notice of any of the following events: (A) a material, adverse material 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 the termination or nonrenewal of notice or knowledge any debt facilities of Seller in excess of $100,000,000; (D) 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;; and (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 resulted, or would reasonably be expected to result has a possibility of resulting, in a Material Adverse Effect; and. (viii) immediately upon promptly, but no later than two (2) Business Days after Seller becoming aware receives any of the same, deliver to Buyer a true, complete, and correct copy of any Control Failure with respect to a Purchased Mortgage Loan that is an eMortgage Loan schedule, report, notice, or any eNote Replacement Failureother document delivered to Seller by any Person pursuant to, or in connection with, any of the Repurchase Assets.

Notice of Proceedings or Adverse Change. Seller Party shall give notice to Buyer immediately (unless otherwise indicated below) after a Responsible Officer of Seller Party has any knowledge of: (i) the occurrence of any Default or Event of Default; (ii) any (a) default or event of default under any Indebtedness of Seller Party or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against Seller Party in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to Seller Party; (iii) any material claimlitigation or proceeding that is pending or threatened (a) against Seller Party in which the amount involved exceeds the Litigation Threshold and is not covered by insurance, disputein which injunctive or similar relief is sought, litigationor which, investigationwould reasonably be expected to have a Material Adverse Effect, proceeding (b) in connection with any of the Repurchase Assets, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect and (c) that questions or suspension between Seller and challenges compliance of any Governmental Authority, Take-out Investor, third-party loan purchaser Mortgage Loan with the Ability to Repay Rule or any other PersonQM Rule; (iv) as soon as reasonably possible, notice of any of the following events: : (A) a material, adverse change in the insurance coverage of SellerSeller Party, with a copy of evidence of same attached; ; (B) any material change in accounting policies or financial reporting practices of Seller; Seller Party; (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 Program Document) on, or claim asserted in writing against, any of the Repurchase Assets; ; (D) the termination or nonrenewal of any warehouse, repurchase, loan or other mortgage financing facilities of Seller Party or the termination of any early purchase programs or as soon as practicablepooled plus programs of Seller Party, but, which in any each case, no have a maximum principal amount (or equivalent) available of 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; Facility Termination Threshold; (E) any material issue raised upon examination Change in Control or any change in direct or indirect ownership or controlling interest of any Seller Party’s direct or Seller’s facilities by any Governmental Authorityindirect owner; or and (F) any other event, circumstance or condition that has resulted resulted, or would reasonably be expected to result has a possibility of resulting, in a Material Adverse Effect; and (v) immediately upon Promptly, but no later than two (2) Business Days after Seller becoming aware receives notice of the same, (A) any Control Failure Mortgage Loan submitted for inclusion into an Agency Security and rejected by that Agency for inclusion in such Agency Security or (B) any Mortgage Loan submitted to an Approved Investor (whole loan or securitization) and rejected for purchase by such Approved Investor; (C) any request for repurchase of or indemnification for a Mortgage Loan purchased by a third party investor, if in the aggregate, the Seller has received a request for repurchase or indemnification with respect to a Purchased Mortgage Loan that is Loans with an eMortgage Loan original principal balance equal to or in excess of $4,000,000 in the prior 12-month period or (D) the termination or suspension of approval of Seller to sell any eNote Replacement FailureMortgage Loans to any Approved Investor.

Notice of Proceedings or Adverse Change. The Seller shall give notice to the Buyer immediately (unless otherwise indicated below) after a Responsible Officer of the Seller has any knowledge of: (i) the occurrence of any Default or Event of DefaultDefault or Termination Event; (ii) any (a) permanent reduction, termination, default or event of default under any Indebtedness of the Seller or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against the Seller in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to the Seller; (iii) any material claimlitigation or proceeding that is pending or threatened against (a) the Seller in which the amount involved exceeds $5,000,000 and is not covered by insurance, disputein which injunctive or similar relief is sought, litigationor which, investigationwould 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, proceeding or suspension between Seller and any Governmental Authoritywhich, Take-out Investorif adversely determined, third-party loan purchaser or any other Personwould 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, adverse change in the 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) promptly upon receipt of notice or knowledge of any Lien or security interest (other than security interests created hereby or under any other Facility Repurchase Document) on, or claim asserted in writing against, any of the Repurchase Assets;; and (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 resulted, or would reasonably be expected to result has a possibility of resulting, in a Material Adverse Effect; and (v) immediately upon Promptly, but no later than three (3) Business Days after the Seller becoming aware receives any of the same, deliver to the Buyer a true, complete, and correct copy of any Control Failure with respect to a Purchased Mortgage Loan that is an eMortgage Loan schedule, report, notice, or any eNote Replacement Failureother document delivered to the Seller by any Person pursuant to, or in connection with, any of the Repurchase Assets.

Notice of Proceedings or Adverse Change. Seller The Sellers shall give notice to Buyer immediately (unless otherwise indicated below) after a Responsible Officer of Seller has any knowledge ofthe Administrative Agent: (i) immediately after a responsible officer of the Sellers has any knowledge of the occurrence of any Default (other than an Event of Default) which continues for two (2) Business Days or an Event of Default; (ii) immediately after a responsible officer of the Sellers has any knowledge of any (a) default or event of default under any Indebtedness of any Seller in an aggregate amount in excess of $5,000,000 or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against any Seller in any federal or state court or before any Governmental AuthorityAuthority (i) which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, in each case, with respect to the Sellers or any Repurchase Asset, (ii) in which the amount involved exceeds $5,000,000 and is not covered by insurance or (iii) in which injunctive or similar relief is sought, or (c) any Material Adverse Effect with respect to the Seller; (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 PersonReserved; (iv) as soon as reasonably possible, notice of any possible after a responsible officer of the following eventsSellers has any knowledge of: (A) a material, adverse material change in the insurance coverage of Seller, any Seller with a copy of evidence of same attached; (B) any material change in accounting policies or financial reporting practices of any Seller; (C) the termination or involuntary nonrenewal of any debt facilities of any Seller by the respective creditor which have a maximum principal amount (or equivalent) available of more than $25,000,000. (D) promptly upon receipt of notice or knowledge of any Lien or security interest (other than security interests created hereby or under any other Facility DocumentRepurchase Document or with respect to any Interest Rate Protection Agreement) on, or claim asserted in writing against, any of the Repurchase Assets; (DE) as soon as practicablethe filing, but, in any case, no more than two (2) Business Days, after Seller has obtained knowledge recording or assessment of any fact that could reasonably be the basis material federal, state or local tax lien for $5,000,000 or more against any Seller or any of its Subsidiaries or any assets of any Purchased Mortgage Loan Issue with respect of them; (F) the transfer or loss of any Servicing Agreement that relates to a any Purchased Mortgage Loan, and the reason for such transfer or loss, if known to any Seller; provided that no such notice identifying to the related Purchased Administrative Agent shall be required in respect of transfer of any Servicing Agreement resulting from any Seller’s sale of Mortgage Loan with respect to which such Purchased Mortgage Loan Issue exists Loans on a servicing-released basis and detailing in the cause ordinary course of such potential Purchased Mortgage Loan Issue;its business; and (E) any material issue raised upon examination of Seller or Seller’s facilities by any Governmental Authority; or (FG) any other event, circumstance or condition that has resulted resulted, or would reasonably be expected to result likely 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. Each Seller shall give notice to Buyer immediately (unless otherwise indicated below) promptly after a Responsible Officer responsible officer of each Seller has any knowledge of: (i) the occurrence of any Default or Event of Default; (ii) any (a) default or event of default under any Indebtedness of any Seller or any Originator or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against a Seller or an Originator in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default; (iii) any material claimlitigation or proceeding that is pending or threatened against (a) any Seller in which the amount involved exceeds Five Hundred Thousand Dollars ($500,000), disputeand is not covered by insurance, litigationin which injunctive or similar relief is sought, investigationor which, if adversely determined, would reasonably be expected to have a Material Adverse Effect and (b) any litigation or proceeding that is pending or suspension between Seller and threatened in connection with any Governmental Authorityof the Repurchase Assets, Take-out Investorwhich, third-party loan purchaser or any other Person;if adversely determined, would reasonably be expected to have a Material Adverse Effect; and (iv) as soon as reasonably possiblepracticable, notice of any of the following events: (A) a material, adverse change in the insurance coverage of either Seller, with a copy of evidence of same attached; (B) any material change in accounting policies or financial reporting practices of either Seller; (C) [reserved]; (D) 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; (DE) 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.two

Notice of Proceedings or Adverse Change. Seller Party shall give notice to Buyer or cause notice to be given to Buyer: (i) immediately (unless otherwise indicated below) after a Responsible Officer Officer, president, vice president, chief executive officer, chief financial officer, chief operating officer, secretary, treasurer or controller of Seller Party has any knowledge of: (iA) the occurrence of any Default or Event of Default; (iiB) any (a) default or event of default under any Indebtedness of Seller Party or (after the expiration of any applicable grace or cure periods)b) material litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against Seller Party in any federal or state court or before any Governmental AuthorityAuthority and (c) any Material Adverse Effect with respect to Seller Party; (iiiC) any material claimlitigation or proceeding that is pending or threatened (a) against Seller Party in which the amount involved exceeds the Litigation Threshold and is not covered by insurance, disputein which injunctive or similar relief is sought, litigationor which, investigationwould reasonably be expected to have a Material Adverse Effect, proceeding (b) in connection with any of the Repurchase Assets, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect and (c) that questions or suspension between Seller and challenges compliance of any Governmental Authority, Take-out Investor, third-party loan purchaser Mortgage Loan with the Ability to Repay Rule or any other PersonQM Rule; (ivD) as soon as reasonably possible, notice of any of the following events: : (A) a material, adverse change in the insurance coverage of SellerSeller Party, with a copy of evidence of same attached; ; (B) any material change in accounting policies or financial reporting practices of Seller; Seller Party; (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 Program Document) on, or claim asserted in writing against, any of the Repurchase Assets; ; (D) as soon as practicable, but, in the termination or nonrenewal of any case, no debt facilities of Seller Party which have a maximum principal amount (or equivalent) available of 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; Facility Termination Threshold; (E) any material issue raised upon examination Change in Control or any change in direct or indirect ownership or controlling interest of any Seller Party’s direct or Seller’s facilities by any Governmental Authorityindirect owner; or and (F) any other event, circumstance or condition that has resulted resulted, or would reasonably be expected to result has a possibility of resulting, in a Material Adverse Effect; and (vii) immediately upon Promptly, but no later than [***] after Seller becoming aware receives notice of the same, (A) any Control Failure with respect to a Purchased Mortgage Loan submitted for inclusion into an Agency Security and rejected by that is Agency for inclusion in such Agency Security or (B) any Mortgage Loan submitted to an eMortgage Loan Approved Investor (whole loan or securitization) and rejected for purchase by such Approved Investor; or (C) the termination or suspension of approval of Seller to sell any eNote Replacement FailureMortgage Loans to any Approved Investor.

Notice of Proceedings or Adverse Change. Seller Party and Guarantor shall give notice to Buyer immediately (unless otherwise indicated below) after a Responsible Officer responsible officer of Seller Party or Guarantor has any knowledge of: (i) the occurrence of any Default or Event of Default; (ii) any (a) event of default under any Indebtedness of any Seller Party or Guarantor or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against any Seller Party or Guarantor in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to any Seller Party or Guarantor; (iii) any material claimlitigation or proceeding that is pending or threatened against (a) Seller Party or Guarantor in which the amount involved exceeds $10,000,000 and is not covered by insurance, disputeor in which injunctive or similar relief (x) with respect to matters related to the Facility Documents, litigationis sought, investigationor (y) with respect to matters other than those related to an individual Mortgage Loan or REO Property, is granted or obtained, 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 suspension between Seller and threatened in connection with any Governmental Authorityof the Repurchase Assets, Take-out Investorwhich, third-party loan purchaser or any other Personif 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, adverse any material change in the insurance coverage of SellerSeller Party or Guarantor, with a copy of evidence of same attached; (B) any material change in accounting policies or financial reporting practices of Sellerany Seller Party or Guarantor except as required by GAAP consistently applied; (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 resulted, or would reasonably be expected to result has a possibility of resulting, in a Material Adverse Effect; and (E) Guarantor enters into any “prohibited transactions” as defined in Sections 857(b)(6)(B)(iii) of the Code (taking into account Sections 857(b)(6)(C), 857(b)(6)(D) and 857(b)(6)(E) of the Code); (v) immediately upon Promptly, but no later than two (2) Business Days after Seller becoming aware Party or Guarantor receives any of the same, deliver to Buyer a true, complete, and correct copy of any Control Failure with respect schedule, report, notice, or any other document delivered to Seller Party or Guarantor by any Person pursuant to, or in connection with, any of the Repurchase Assets; and (vi) Promptly, but no later than two (2) Business Days after a Seller Party or Guarantor receives notice of the same, any Purchased Mortgage Loan that is an eMortgage Loan or any eNote Replacement FailureUnderlying REO Property submitted to a third party investor (whole loan or securitization) and rejected for purchase.

Notice of Proceedings or Adverse Change. Each Seller Party shall give notice to Buyer Agent immediately (unless otherwise indicated below) after a Responsible Officer responsible officer of such Seller Party has any knowledge of: (i) the occurrence and continuance of any Default or Event of Default; (ii) any default or event of default under any Indebtedness of any Seller (after the expiration Party which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event 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 AuthorityDefault; (iii) any material claimlitigation or proceeding that is pending or threatened (a) against a Seller Party in which the amount involved exceeds [***], disputeand is not covered by insurance, litigationin which injunctive or similar relief is sought, investigationor which, proceeding or suspension between Seller if adversely determined, would reasonably be expected to have a Material Adverse Effect and (b) in connection with any Governmental Authorityof the Repurchase Assets, Take-out Investorwhich, third-party loan purchaser or any other Personif adversely determined, would reasonably be expected to have a Material Adverse Effect; (iv) as soon as reasonably possible, notice of any of the following events: (A) a material, adverse material change in the insurance coverage of Sellerany Seller Party, with a copy of evidence of same attached; (B) any material change in accounting policies or financial reporting practices of Sellerany Seller Party; (C) notice or knowledge that a Servicer, for any reason, ceases to possess any agency approvals required to service the Mortgage Loans, or should notification of a material and/or adverse action with respect to the servicing of the Mortgage Loans to the relevant agency or to HUD be required; (D) 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; (DE) as soon as practicable, but, in any case, no more than two (2) Business Days[***], after any Seller Party has obtained knowledge of any fact that could reasonably be the basis of any Purchased Mortgage Loan Issue reduction of Asset Value with respect to a Purchased Mortgage LoanAsset, notice identifying the related Purchased Mortgage Loan Asset with respect to which such Purchased Mortgage Loan Issue reduction of Asset Value exists and detailing the cause of such potential Purchased Mortgage Loan Issue; (E) any material issue raised upon examination reduction of Seller or Seller’s facilities by any Governmental AuthorityAsset Value; or (F) any other event, circumstance or condition that has resulted or would could reasonably be expected to result in a Material Adverse Effect; (v) promptly, but no later than [***] after any Seller Party receives any of the same, deliver to Agent a true, complete, and correct copy of any schedule, report, notice, or any other document delivered to such Seller Party by any Person which would have an adverse effect on the Asset Value of any of the Repurchase Assets; (vi) promptly, but no later than [***] after any Seller Party receives notice of the same, any Mortgage Loan or Contributed REO Property submitted to a Take-out Investor (whole loan or securitization) and rejected for purchase by such Take-out Investor; (vii) promptly, but no later than [***] after any Seller Party receives notice of any Security Issuance Failure; and (vviii) immediately upon promptly, but no later than [***] after any Seller becoming aware Party receives notice of the same, any Control Failure Pooled Loan is eligible for a forward trade with respect a Take-out Investor by providing a copy of the applicable Take-out Commitment to a Purchased Mortgage Loan that is an eMortgage Loan or any eNote Replacement Failurethe Agent.

Notice of Proceedings or Adverse Change. Each Seller Party shall give notice to Buyer immediately (unless otherwise indicated below) after a Responsible Officer responsible officer of such Seller Party 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)a) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against any Seller Party in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (b) any Material Adverse Effect with respect to any Seller Party; (iii) any material claimlitigation or proceeding that is pending or threatened against (a) any Seller Party in which the amount involved exceeds the Litigation Threshold and is not covered by insurance, disputein which injunctive or similar relief is sought, litigationor which, investigationif adversely determined, would reasonably be expected to have a Material Adverse Effect and (b) any litigation or proceeding that is pending or suspension between Seller and threatened in connection with any Governmental Authorityof the Combined Repurchase Assets, Take-out Investorwhich, third-party loan purchaser or any other Personif 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, adverse change reduction in the insurance coverage (other than in the ordinary course of Sellerthe Guarantor’s business in connection with periodic sales of mortgage servicing rights) of any Seller Party, with a copy of evidence of same attached; (B) any material change in accounting policies (other than changes required by GAAP) or financial reporting practices of Sellerany Seller Party; (C) the termination or the involuntary nonrenewal of any debt facilities of Guarantor which have a maximum principal amount (or equivalent) available of more than the Facility Termination Threshold. (D) 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 Combined 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;; and (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 resulted, or would reasonably be expected to result has a possibility of resulting, in a Material Adverse Effect; and. (v) immediately upon Promptly, but no later than two (2) Business Days after any Seller Party receives any of the same, deliver to Buyer a true, complete, and correct copy of any material schedule, material report, material notice or any other material document delivered to any Seller Party by any Person pursuant to, or in connection with, any of the Combined Repurchase Assets. (vi) Promptly, but no later than two (2) Business Days after any Seller Party receives notice of the same, (A) any Underlying Mortgage Loan submitted for inclusion into an Agency Security and rejected by that Agency for inclusion in such Agency Security or (B) any Underlying Mortgage Loan submitted to a Take-out Investor (whole loan or securitization) and rejected for purchase by such Take-out Investor. (vii) Upon any Seller Party becoming aware of any Control Failure with respect to a Purchased an Underlying Mortgage Loan that is an eMortgage Loan Loan. (viii) Promptly of any proposed changes, but at least thirty (30) days prior to the proposed effective date of such changes, to a Guarantor’s eClosing System and/or eVault or related policies, procedures and/or processes that may adversely affect the performance of such eClosing System or eVault or that may affect the enforceability of eMortgage Loans and eNotes or compliance with applicable Agency Guidelines and eCommerce Laws. Buyer may, in its sole discretion, require that the legal analysis, technical review and security review be updated, at Guarantor’s expense, with respect to any such proposed changes. (ix) Upon any occurrence of a data security incident regarding the eClosing System or eVault that results in the unauthorized access to or acquisition of eNote Replacement Failureand any other records, including details of such data security incident, a summary of external third party forensic examinations of such data security incident, planned remediation steps to correct the data security incident and prevent similar incidents in the future, and certification that the remediation steps have been completed and preventative measures have been deployed, and a copy of the final incident report of an external third party forensic examiner of such data security incident.

Notice of Proceedings or Adverse Change. Each Seller and Guarantor shall give notice to Buyer Buyer: (i) immediately (unless otherwise indicated below) after a Responsible Officer of such Seller or Guarantor has any knowledge of: (iA) the occurrence of (a) any Default or Event of Default, or (b) any default or breach by Servicer of any Facility Document, or (c) any default or breach by such Seller, Guarantor or Servicer of any material contract or agreement to which it is a party; (iiB) any (a) default or event of default under any Indebtedness of such Seller or Guarantor or any material and adverse notices (after the expiration including, without limitation, notices of any applicable grace default, breaches, potential defaults or cure periods)potential breaches) (b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against such Seller or Guarantor in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) Material Adverse Effect with respect to such Seller or Guarantor; (iiiC) any material claimlitigation or proceeding that is pending or threatened against (a) (x) such Seller in which the amount involved exceeds $10,000,000 or (y) Guarantor in which the amount involved exceeds $10,000,000 and, disputein each case, litigationis not covered by insurance, investigationin 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 suspension between Seller and threatened in connection with any Governmental Authorityof the Repurchase Assets, Take-out Investorwhich, third-party loan purchaser or any other Personif adversely determined, would reasonably be expected to have a Material Adverse Effect; (ivii) as soon as reasonably possible, notice of any of the following eventspractical: (A) a material, adverse change in the insurance coverage of Sellersuch Seller or Guarantor, with a copy of evidence of same attached; (B) any material change in accounting policies or financial reporting practices of Sellersuch Seller or Guarantor, which may be accomplished as part of the financial reporting provided for under Section 13(b) hereof; (C) promptly upon receipt the termination or nonrenewal of notice any debt facilities of such Seller in excess of $100,000,000 and which termination or knowledge nonrenewal is (1) not at the option of the such Seller, or (2) as a result of the counterparty’s business decision to discontinue offering such debt facilities generally; (D) any Lien or security interest (other than security interests created hereby or under any other Facility DocumentDocument or otherwise in favor of Buyer or its Affiliates) 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;; and (E) any material issue raised upon examination of changes to financial covenants that are more favorable to the lender or more stringent to such Seller or Seller’s facilities by any Governmental Authorityunder a Supplemental Facility; orand (F) any other event, circumstance or condition that has resulted resulted, or would reasonably be expected to result has a possibility of resulting, in a Material Adverse Effect; and. (viii) immediately upon Promptly, but no later than two (2) Business Days after such Seller becoming aware receives any of the same, deliver to Buyer a true, complete, and correct copy of any Control Failure with respect schedule, report, notice, or any other document delivered to such Seller by any Person pursuant to, or in connection with, any of the Repurchase Assets. (iv) Promptly, but no later than two (2) Business Days after such Seller receives notice of the same, (A) any Mortgage Loan submitted for inclusion into an Agency Security and rejected by that Agency for inclusion in such Agency Security or (B) any Mortgage Loan submitted to a Purchased Mortgage Loan that is an eMortgage Loan Takeout Investor (whole loan or any eNote Replacement Failuresecuritization) and rejected for purchase by such Takeout Investor.

Notice of Proceedings or Adverse Change. The Seller shall give notice to the Buyer immediately (unless otherwise indicated below) after a Responsible Officer responsible officer of the Seller has any knowledge of: (i) the occurrence of any Default or Event of Default; (ii) any (a) default or event of default under any Indebtedness of the Seller or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against the Seller in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to the Seller; (iii) any material claimlitigation or proceeding that is pending or threatened against (a) the Seller in which the amount involved exceeds $500,000 and is not covered by insurance, disputein which injunctive or similar relief is sought, litigationor which, investigationif adversely determined, would reasonably be expected to have a Material Adverse Effect and (b) any litigation or proceeding that is pending or suspension between Seller and threatened in connection with any Governmental Authorityof the Repurchase Assets, Take-out Investorwhich, third-party loan purchaser or any other Personif 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, adverse change in the 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 termination or nonrenewal of any debt facilities (or any portion thereof) of the Seller which have a maximum principal amount (or equivalent) available of more than $25,000,000. (D) promptly upon receipt of notice or knowledge of any Lien or security interest (other than security interests created hereby or under any other Facility Repurchase 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;; and (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 resulted, or would reasonably be expected to result has a possibility of resulting, in a Material Adverse Effect; and (v) immediately upon Promptly, but no later than two (2) Business Days after the Seller becoming aware receives any of the same, deliver to the Buyer a true, complete, and correct copy of any Control Failure with respect to a Purchased Mortgage Loan that is an eMortgage Loan schedule, report, notice, or any eNote Replacement Failureother document delivered to the Seller by any Person pursuant to, or in connection with, any of the Repurchase Assets.

Notice of Proceedings or Adverse Change. Seller shall give notice to Buyer Xxxxx 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 (1) payment default, material default or event of default under any Indebtedness of Seller exceeding the greater of (after the expiration x) [***]% of any applicable grace or cure periods)Seller’s Adjusted Tangible Net Worth and (y) $[***], or (2) non-ordinary course 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, which, in the case of any such investigation or action, could reasonably be expected to have a Material Adverse Effect; (iii) any material claim, dispute, litigation, investigation, proceeding or suspension between Seller Seller, and any Governmental Authority, Take-out Investor, third-third party loan purchaser or any other Person;Person that would reasonably be expected to have a Material Adverse Effect; and (iv) as soon as reasonably possible, notice of any of the following events: (A) a material, adverse material 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) any material change in the Indebtedness of Seller exceeding the greater of $[***] and [***]% of Seller’s shareholder equity in the aggregate, including, without limitation, any default, renewal, non-renewal, termination, increase in available amount or decrease in available amount related thereto; (D) 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; (DE) 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; (EF) any material issue raised upon examination of Seller or Seller’s facilities by any Governmental Authority; or; (FG) any other event, circumstance or condition that has resulted or would is reasonably be expected to result in a Material Adverse Effect; andor (vH) 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. (v) Promptly, but no later than two (2) Business Days after Seller receives any of the same, deliver to Buyer a true, complete, and correct copy of any schedule, report, notice, or any other document received by Seller from any Person pursuant to, or in connection with, any of the Repurchase Assets to the extent that any of the foregoing will reasonably be expected to have a material impact on the fair market value of any of the Repurchase Assets; or (vi) Promptly, but no later than two (2) Business Days after Seller receives notice of the same, any Purchased Mortgage Loan agreed to be the subject of a Take-out Commitment and delivered to a Take-out Investor (whole loan or securitization) under a Bailee Letter, and which was rejected for purchase by such Take-out Investor; provided, that such notice shall include an explanation as to why such Purchased Mortgage Loan was rejected for purchase by such Take-out Investor.

Notice of Proceedings or Adverse Change. Each Seller shall give notice to Buyer immediately (unless otherwise indicated below) promptly after a Responsible Officer responsible officer of each Seller has any knowledge of: (i) the occurrence of any Default or Event of Default; (ii) any (a) default or event of default under any Indebtedness of any Seller or any Originator or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against a Seller or an Originator in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default; (iii) any material claimlitigation or proceeding that is pending or threatened against (a) any Seller or Guarantor in which the amount involved exceeds Five Hundred Thousand Dollars ($500,000), disputeand is not covered by insurance, litigationin which injunctive or similar relief is sought, investigationor which, if adversely determined, would reasonably be expected to have a Material Adverse Effect and (b) any litigation or proceeding that is pending or suspension between Seller and threatened in connection with any Governmental Authorityof the Repurchase Assets, Take-out Investorwhich, third-party loan purchaser or any other Person;if adversely determined, would reasonably be expected to have a Material Adverse Effect; and (iv) as soon as reasonably possiblepracticable, notice of any of the following events: (A) a material, adverse change in the insurance coverage of either Seller, with a copy of evidence of same attached; (B) any material change in accounting policies or financial reporting practices of either Seller; (C) [reserved]; (D) 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; (DE) as soon as practicable, but, in any case, no more than two (2) Business Days, after either Seller has obtained knowledge of any fact that could reasonably be the basis of any Purchased Mortgage Loan Asset Issue with respect to a Purchased Mortgage LoanAsset, notice identifying the related Purchased Mortgage Loan Asset with respect to which such Purchased Mortgage Loan Asset Issue exists and detailing the cause of such potential Purchased Mortgage Loan Asset 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 could 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. Each of Guarantor and each Seller shall give notice to the Buyer immediately (unless otherwise indicated below) after a Responsible Officer of such Seller or Guarantor, as applicable, has any knowledge of: (i) the occurrence of any Default or Event of DefaultDefault under the Underlying Transaction Documents that constitutes a default (i) in the payment of any material amount of principal or interest payable by it under any Underlying Transaction Document, or (ii) of any material representation, warranty or certification made or deemed made in any Underlying Transaction Document by any Underlying Obligor or any certificate furnished pursuant to the provisions thereof , or (iii) of any material covenant made or deemed made in any Underlying Transaction Document by any Underlying Obligor; (ii) the occurrence of any Default or Event of Default or Termination Event; (iii) any (a) default or event of default under any Indebtedness, which Indebtedness is in excess of Seller (after the expiration $5 million of any applicable grace Seller or cure periods)the Guarantor or (b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against any Seller or the Guarantor in any federal or state court or before any Governmental Authority; Authority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (iiic) any material claim, dispute, litigation, investigation, proceeding Material Adverse Effect with respect to any Seller or suspension between Seller and any Governmental Authority, Take-out Investor, third-party loan purchaser or any other Personthe Guarantor; (iv) Except as has already been disclosed on the litigation report referenced below, Seller will promptly, and in any event within ten (10) days after service of process on any of the following, give to Buyer notice of all litigation, actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are threatened or pending) or other legal or arbitrable proceedings affecting Seller or any of its Subsidiaries or affecting any of the Property of any of them before any Governmental Authority that (i) questions or challenges the validity or enforceability of any of the Repurchase Documents or any action to be taken in connection with the transactions contemplated hereby, (ii) makes a claim or claims in an aggregate amount greater than $5,000,000 (provided notice with respect to such claim or claims shall be required only upon Buyer’s request), or (iii) which, individually or in the aggregate, if adversely determined, could be reasonably likely to have a Material Adverse Effect. The Sellers will deliver to Buyer a litigation report monthly; (v) as soon as reasonably possible, notice of any of the following events: (A) a material, adverse material change in the insurance Fidelity Insurance coverage of the Guarantor or any Seller, with a copy of evidence of same attached; (B) any material change in accounting policies or financial reporting practices of the Guarantor or any 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;; and (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 resulted, or would reasonably be expected to result in a Material Adverse Effect; and (vvi) immediately upon Promptly, but no later than two (2) Business Days after the Guarantor or any Seller becoming aware receives any of the same, deliver to the Buyer a true, complete, and correct copy of any Control Failure with respect to a Purchased Mortgage Loan that is an eMortgage Loan schedule, report, notice, or any eNote Replacement Failureother document delivered to the Sellers or the Guarantor, as applicable, by any Person pursuant to, or in connection with, any of the Repurchase Assets.

Notice of Proceedings or Adverse Change. Each Seller shall give notice to the Buyer immediately (unless otherwise indicated below) after a Responsible Officer responsible officer of such Seller has any knowledge of: (i) the occurrence of any Default or Event of Default; (ii) any (a) default or event of default under any Indebtedness of such Seller or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against such Seller in any federal or state court or before any Governmental AuthorityAuthority which would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to such Seller; (iii) any material claimlitigation or proceeding that is pending or threatened against (a) such Seller in which the amount involved exceeds $1,000,000 and is not covered by insurance, disputein which injunctive or similar relief is sought, litigationor which, investigationif adversely determined, would reasonably be expected to have a Material Adverse Effect and (b) any litigation or proceeding that is pending or suspension between Seller and threatened in connection with any Governmental Authorityof the Repurchase Assets, Take-out Investorwhich, third-party loan purchaser or any other Personif 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, adverse material change in the fidelity bond or insurance coverage of such Seller, with a copy of evidence of same attached; (B) any material change in accounting policies or financial reporting practices of such Seller; (C) the termination or nonrenewal of any debt facilities (or any portion thereof) of such Seller which have a maximum principal amount (or equivalent) available of more than $25,000,000. (D) promptly upon receipt of notice or knowledge of any Lien or security interest (other than security interests created hereby or under any other Facility Repurchase 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;; and (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 resulted, or would reasonably be expected to result has a reasonable possibility of resulting, in a Material Adverse Effect; and (v) immediately upon Promptly, but no later than one (1) month after such Seller becoming aware receives any of the same, deliver to the Buyer a true, complete, and correct copy of any Control Failure with respect to a Purchased Mortgage Loan that is an eMortgage Loan schedule, report, notice, or any eNote Replacement Failureother document delivered to such Seller by any Person pursuant to, or in connection with, any of the Repurchase Assets.

Notice of Proceedings or Adverse Change. Each Seller shall give notice to Buyer immediately of any of the following within the specified time: (unless otherwise indicated belowi) Immediately after a Responsible Officer of such Seller has any knowledge of: (iA) the occurrence of any Default or Event of Default; (iiB) any (x) default or event of default under any Indebtedness of Seller any Seller, (after the expiration of any applicable grace or cure periods)y) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against any Seller in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, or (z) any Material Adverse Effect with respect to any Seller; (iiiC) any material claimlitigation or proceeding of which any Seller has knowledge that is pending or threatened against (x) any Seller in which the amount involved exceeds the Litigation Threshold, disputein which injunctive or similar relief is sought, litigationor which would reasonably be expected to have a Material Adverse Effect, investigationand (y) any litigation or proceeding that is pending or threatened in connection with any of the Repurchase Assets, proceeding which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; or (D) any Lien or suspension between Seller and any Governmental Authority, Take-out Investor, third-party loan purchaser security interest (other than security interests created hereby or under any other Person;Facility Document) on, or claim asserted against, any of the Repurchase Assets. (ivii) as As soon as reasonably possible, notice of any of the following events: (A) a material, adverse change in the insurance coverage of Sellerany Seller required hereunder, with a copy of evidence of same attached; (B) any material change in accounting policies or financial reporting practices of any Seller; (C) promptly upon receipt any (x) Change in Control, or any cumulative aggregate change of notice 10% or knowledge more in direct or indirect ownership or controlling interest of the direct or indirect owners of any Lien Seller Party, or security interest (y) person (other than security interests created hereby a current owner) obtaining a direct or under any other Facility Documentindirect ownership interest (or right to obtain a direct or indirect ownership interest) on, of 10% or claim asserted in writing against, any of the Repurchase Assets; (D) as soon as practicable, but, more 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 AuthorityParty; or (FD) any other event, circumstance or condition that has resulted resulted, or would reasonably be expected to result has a possibility of resulting, in a Material Adverse Effect; and. (viii) immediately upon Promptly, but no later than two (2) Business Days after Seller becoming aware Party receives any of the same, deliver to Buyer a true, complete, and correct copy of any Control Failure material schedule, report, notice, or any other material document delivered to Seller Party by any Person pursuant to, or in connection with, any of the Repurchase Assets, with respect any of the foregoing which is non-material to be delivered to Buyer promptly upon request. (iv) Promptly, but no later than two (2) Business Days after a Seller receives notice of the same, (A) any Mortgage Loan submitted for inclusion into an Agency security and rejected by that Agency for inclusion in such Agency security, (B) any Mortgage Loan submitted to a Takeout Investor (whole loan or securitization) and rejected for purchase by such Takeout Investor, or (C) any Purchased Mortgage Loan ceased to be an Eligible Mortgage Loan, including that is an eMortgage Loan or any eNote Replacement Failureapplicable representations and warranties set forth in Schedule 1 hereto ceases to be true, correct, and complete.

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 ofof the occurrence of any of the following within the timeframe specified below: (i) immediately following the occurrence of any Default, Event of Default or Event of DefaultMandatory Repurchase Event; (ii) within (a) one (1) Business Day following any event of default or termination event that has occurred under any Indebtedness of Seller (after the expiration of any applicable grace or cure periods)Seller, or investigation or (b) three (3) Business Days following any (x) default that has occurred under any Indebtedness of Seller, (y) litigation, investigation, regulatory action or proceeding that is pending or threatened in writing by or against Seller in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default, Event of Default or Mandatory Repurchase Event, and (z) any Material Adverse Effect with respect to Seller; (iii) within ten (10) Business Days following service of process with respect to any material claimlitigation or proceeding that exists against (a) Seller in which the amount involved exceeds the Litigation Threshold and is not covered by insurance, disputein which injunctive or similar relief is sought which if adversely determined could have a Material Adverse Effect, litigationand (b) any litigation or proceeding that is pending or threatened in writing in connection with any of the Repurchase Assets, investigationwhich, proceeding or suspension between Seller and any Governmental Authorityif adversely determined, Take-out Investor, third-party loan purchaser or any other Person;would reasonably be expected to have a Material Adverse Effect; and (iv) as soon as reasonably possiblewithin five (5) Business Days, notice of any of the following events: : (A) a material, material and 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 Program 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; [reserved]; (E) any material issue raised upon examination Change in Control or any change in direct or indirect ownership or controlling interest of Seller or Seller’s facilities by any Governmental Authoritydirect or indirect owner; or and (F) any other event, circumstance or condition that has resulted resulted, or would is reasonably be expected likely to result 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. Each Seller shall give notice to the Buyer immediately (unless otherwise indicated specified below) after a Responsible Officer of such Seller has any knowledge of: (ia) promptly upon receipt of notice or knowledge of the occurrence of any Default or Event of Default; (iib) with respect to any event of default under any Indebtedness of Seller (after Eligible Asset sold to the expiration Buyer subject to a Transaction hereunder, promptly upon receipt of any applicable grace principal prepayment (in full or cure periodspartial) of such Purchased Asset (which principal prepayment shall promptly be deposited in the Collection Account), 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; (iiic) with respect to any material claimEligible Asset sold to the Buyer subject to a Transaction hereunder, 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 immediately upon receipt of notice or knowledge of any Lien that the underlying Pledged Property has been damaged by waste, fire, earthquake or security interest (earth movement, windstorm, flood, tornado or other than security interests created hereby or under any other Facility Document) oncasualty, or claim asserted in writing against, any otherwise damaged so as to affect adversely the Asset Value of the such Repurchase AssetsAsset; (Dd) as soon as practicable, but, in any case, no more than two (2) Business Days, after a Seller has obtained actual knowledge of any fact that could reasonably be the basis existence of any Purchased Mortgage Loan Issue Critical Exception or Fatal Exception with respect to a Purchased Mortgage an SBC Loan, notice identifying the related Purchased Mortgage SBC Loan with respect to which such Purchased Mortgage Critical Exception or Fatal Exception, as the case may be, exists and detailing the cause of such Critical Exception or Fatal Exception; (e) promptly upon receipt of notice or knowledge, but, in any case, no more than one (1) Business Day, after a Seller has obtained actual knowledge of the existence of any Environmental Issue with respect to an SBC Loan, notice identifying the SBC Loan with respect to which such Environmental Issue exists and detailing the cause of such potential Purchased Mortgage Loan Environmental Issue and such Seller shall, if a Pledged Property is subject to an Environmental Issue, direct the Servicer to immediately stop any foreclosure proceedings and not commence new foreclosure proceedings against such Pledged Property; (Ef) promptly, but no later than five (5) Business Days, upon receipt of notice or knowledge of (i) any material issue raised upon examination default related to any Repurchase Assets, (ii) any material Lien or material security interest (other than security interests created hereby or by the other Facility Documents) on, or material claim asserted against, any of the Repurchase Assets or (iii) any event or change in circumstances which could reasonably be expected to have a Material Adverse Effect; (g) promptly, but no later than two (2) Business Days after a Seller receives any of the same, deliver to the Buyer a true, complete, and correct copy of any schedule, report, notice, or Seller’s facilities any other document delivered to a Seller by any Governmental AuthorityPerson pursuant to, or in connection with, any of the SBC Loans; or (Fh) any other event, circumstance upon discovery by a Seller or condition that has resulted or would reasonably be expected to result in a Material Adverse Effect; and (v) immediately upon Seller becoming aware the Buyer of any Control Failure with respect breach of any representation or warranty listed on Schedule 1 hereto applicable to a Purchased Mortgage Loan that is an eMortgage Loan or any eNote Replacement FailureEligible Asset, the party discovering such breach shall promptly give notice of such discovery to the other.

Notice of Proceedings or Adverse Change. The Seller shall give notice to the Buyer immediately (unless otherwise indicated below) after a Responsible Officer of the Seller has any knowledge of: (i) the occurrence of any Default or Event of DefaultDefault or Termination Event; (ii) any (a) default or event of default under any Indebtedness of the Seller or any Guarantor or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against the Seller or any Guarantor in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect; (iii) any material claim, dispute, litigation, investigation, litigation or proceeding that is pending or suspension between threatened against (a) the Seller and any Governmental Authority, Take-out Investor, third-party loan purchaser or any other PersonGuarantor 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; (iv) and, as soon as reasonably possible, notice of any of the following events: (A) a material, adverse material change in the insurance coverage of Sellerthe Seller or any Guarantor, with a copy of evidence of same attached; (B) any material change in accounting policies or financial reporting practices of Sellerthe Seller or any Guarantor; (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 Repurchase Document) on, or claim asserted in writing against, any of the Repurchase Assets;; and (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 resulted, or would is reasonably be expected likely to result 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. Each Seller Party shall give notice to Buyer immediately (unless otherwise indicated below) promptly but in no event later than the time frames set forth below after a Responsible Officer of such Seller Party has any knowledge of: (i) no later than one (1) Business day, the occurrence of any Default or Event of Default; (ii) no later than one (1) Business Day, any (a) default or event of default under any Indebtedness of such Seller (after Party the expiration outstanding principal amount of any applicable grace or cure periods)which is in excess of $1,000,000, or investigation or (b) litigation, investigation, regulatory action or proceeding that is pending or threatened in writing by or against such Seller Party in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to such Seller Party; (iii) no later than two (2) Business Days, any material claimlitigation or proceeding that is pending or threatened against (a) such Seller Party in which the amount involved exceeds the Litigation Threshold and is not covered by insurance, disputein which injunctive or similar relief is sought, litigationor which, investigationwould 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, proceeding or suspension between Seller and any Governmental Authoritywhich, Take-out Investorif adversely determined, third-party loan purchaser or any other Personwould reasonably be expected to have a Material Adverse Effect; (iv) no later than two (2) Business Days, and, as soon as reasonably possible, notice of any of the following events: : (A) a material, adverse material change in the insurance coverage of Sellersuch Seller Party, with a copy of evidence of same attached; ; (B) any material change in accounting policies or financial reporting practices of Seller; such Seller Party; (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 Program Document) on, or claim asserted in writing against, any of the Repurchase Assets; ; (D) as soon as practicable, but, in the termination or nonrenewal of any case, no debt facilities of such Seller Party which have a maximum principal amount (or equivalent) available of 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; Facility Termination Threshold; (E) any material issue raised upon examination Change in Control or any change in direct or indirect ownership or controlling interest of any Seller Party’s direct or Seller’s facilities by any Governmental Authorityindirect owner; or (F) any other event, circumstance or condition that has resulted resulted, or would could reasonably be expected to result result, in a Material Adverse Effect; and; (v) immediately upon no later than two (2) Business Days after Seller becoming aware receives notice of the same, (A) any Control Failure with respect to a Purchased Mortgage Loan submitted for inclusion into an Agency Security and rejected by that is Agency for inclusion in such Agency Security; (B) any Mortgage Loan submitted to an eMortgage Approved Investor (whole loan or securitization) and rejected for purchase by such Approved Investor; (C) any request for repurchase of or indemnification for a Mortgage Loan purchased by a third party investor; or (D) the termination or suspension of approval of Seller to sell any eNote Replacement FailureMortgage Loans to any Approved Investor.

Notice of Proceedings or Adverse Change. Each Seller and Guarantor shall give notice to Buyer Buyer: (i) immediately (unless otherwise indicated below) after a Responsible Officer of such Seller or Guarantor has any knowledge of: (iA) the occurrence of any Default or Event of Default; (iiB) any (a) default or event of default under any Indebtedness of such Seller or Guarantor or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against such Seller or Guarantor in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to such Seller; (iiiC) any material claimlitigation or proceeding that is pending or threatened against (a) such Seller or Guarantor in which the amount involved exceeds five percent (5%) of such Seller’s Adjusted Tangible Net Worth and is not covered by insurance, disputein which injunctive or similar relief is sought, litigationor which, investigationwould 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, proceeding or suspension between Seller and any Governmental Authoritywhich, Take-out Investorif adversely determined, third-party loan purchaser or any other Personwould reasonably be expected to have a Material Adverse Effect; (ivii) as soon as reasonably possible, notice of any of the following events: (A) a material, adverse material change in the insurance Fidelity Insurance coverage of such Seller, with a copy of evidence of same attached; (B) any material change in accounting policies or financial reporting practices of Sellersuch Seller or Guarantor, which may be accomplished as part of the financial reporting provided for under Section 12(d) hereof; (C) promptly upon receipt the termination or nonrenewal of notice any debt facilities of such Seller or knowledge Guarantor in excess of $100,000,000 and which termination or nonrenewal is (1) not at the option of such Seller or Guarantor, or (2) as a result of the counterparty’s business decision to discontinue offering such debt facilities generally; (D) any Lien or security interest (other than security interests created hereby or under any other Facility DocumentDocument or otherwise in favor of Buyer or its Affiliates) 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;; and (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 resulted, or would reasonably be expected to result has a reasonable possibility of resulting, in a Material Adverse Effect; and. (viii) immediately upon Promptly, but no later than two (2) Business Days after any Seller becoming aware or Guarantor receives any of the same, deliver to Buyer a true, complete, and correct copy of any Control Failure with respect schedule, report, notice, or any other document delivered to such Seller or Guarantor by any Person pursuant to, or in connection with, any of the Repurchase Assets. (iv) Promptly, but no later than two (2) Business Days after any Seller or Guarantor receives notice of the same, (A) any Mortgage Loan submitted for inclusion into an Agency Security and rejected by that Agency for inclusion in such Agency Security or (B) any Mortgage Loan submitted to a Purchased Mortgage Loan that is an eMortgage Loan Takeout Investor (whole loan or any eNote Replacement Failuresecuritization) and rejected for purchase by such Takeout Investor.

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 (a) default or event of default under any Indebtedness of Seller or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against Seller in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to Seller; (iii) any material claimlitigation or proceeding that is pending or threatened against (a) Seller in which the amount involved exceeds the Litigation Threshold and is not covered by insurance, disputein which injunctive or similar relief is sought, litigationor which, investigationwould 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, proceeding or suspension between Seller and any Governmental Authoritywhich, Take-out Investorif adversely determined, third-party loan purchaser or any other Personwould reasonably be expected to have a Material Adverse Effect; (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 Program Document) on, or claim asserted in writing against, any of the Repurchase Assets; ; (D) as soon as practicable, but, in the termination or nonrenewal of any case, no debt facilities of Seller which have a maximum principal amount (or equivalent) available of 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; Facility Termination Threshold; (E) any material issue raised upon examination Change in Control or any change in direct or indirect ownership or controlling interest of Seller or Seller’s facilities by any Governmental Authoritydirect or indirect owner; or and (F) any other event, circumstance or condition that has resulted resulted, or would reasonably be expected to result has a possibility of resulting, in a Material Adverse Effect; and (v) immediately upon Promptly, but no later than two (2) Business Days after Seller becoming aware receives notice of the same, (A) any Control Failure with respect to a Purchased Mortgage Loan submitted for inclusion into an Agency Security and rejected by that is Agency for inclusion in such Agency Security or (B) any Mortgage Loan submitted to an eMortgage Approved Investor (whole loan or securitization) and rejected for purchase by such Approved Investor; (C) any request for repurchase of or indemnification for a Mortgage Loan purchased by a third party investor or (D) the termination or suspension of approval of Seller to sell any eNote Replacement FailureMortgage Loans to any Approved Investor.

Notice of Proceedings or Adverse Change. Seller shall give notice to Buyer Xxxxx 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 default or event of default under any Indebtedness of Seller (to the extent not waived or deemed not to exist after the expiration application of any applicable grace waiver or cure periods)period, or non-routine investigation or regulatory action that is pending or or, to the knowledge of Seller, threatened in writing by or against Seller in any federal or state court or before any Governmental Authority, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (iii) any material claim, dispute, litigation, investigation, proceeding or suspension between that is pending against Seller and before any Governmental Authority, Take-out Investor, third-party loan purchaser or any other Person;; and (iv) as soon as reasonably possible, notice of any of the following eventsevents which, except for any other time period specified below, such notice may be delivered in the next Officer’s Compliance Certificate: (A) a material, material and adverse change in the insurance coverage of Seller, with a copy of evidence of same attached; (B) within [***], any material change in accounting policies or financial reporting practices of Seller, which could reasonably be expected to have a Material Adverse Effect; (C) promptly the involuntary termination or nonrenewal of any Indebtedness of Seller, or any new Indebtedness of in excess of $[***]; (D) within [***] 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; (DE) 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; (E1) entering into any material issue raised upon examination settlement with any third party, including, without limitation, a Governmental Authority, or (2) the issuance of Seller or Seller’s facilities a consent order by any Governmental Authority; or, in which in the case of clauses (1) or (2), the fines, penalties, settlement amounts or any other amounts owed by Seller thereunder exceeds the Litigation $[***]; (FG) any other eventlitigation or proceeding that is pending or, circumstance to the knowledge of Seller, threatened (a) against Seller in which the amount involved exceeds $[***]and is not covered by insurance or condition that has resulted or (b) which, if adversely determined would reasonably be expected to result in have a Material Adverse Effect; and; (v) promptly, but no later [***] after Seller receives notice of the same, any Purchased Mortgage Loan agreed to be the subject of a Take-out Commitment and delivered to a Take-out Investor (whole loan or securitization) under a Bailee Letter, and which was rejected for purchase by such Take-out Investor; provided, that such notice shall include an explanation as to why such Purchased Mortgage Loan was rejected for purchase by such Take-out Investor; or (vi) Seller shall furnish to Buyer written notice 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. Seller shall give notice to Buyer immediately (unless otherwise indicated below) the Agent promptly after a Responsible Officer of Seller has any knowledge of: (i) the occurrence of any Default or Event of DefaultDefault or default or breach by Seller of any obligation under any Program Document; (ii) any material change in the insurance coverage required of Seller pursuant to any Program Document, with copy of evidence of same attached; (a) any default or event of default under any Indebtedness of Seller with an aggregate outstanding principal amount in excess of $15,000,000, (b) within ten (10) calendar days after service of process with respect to the expiration of same, any applicable grace or cure periods)litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against Seller in any federal or state court or before any Governmental Authority; Authority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, or (iiic) 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 PersonMaterial Adverse Effect with respect to Seller; (iv) within ten (10) calendar days after service of process with respect to the same, any litigation or proceeding that is pending or threatened against (a) Seller in which the amount involved exceeds or is reasonably likely to exceed $2,000,000 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 Purchased Items, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (v) and, 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; (B1) any material change in accounting policies or financial reporting practices of Seller; (C2) promptly upon receipt of notice or knowledge of any Lien or security interest (other than security interests created hereby or under any other Facility Documenthereby) on, or claim asserted in writing against, any of the Repurchase Assets;Purchased Items; and (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; (Evi) 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 resulted, or would is reasonably be expected likely to result result, in either a Material Adverse Effect; and (v) immediately upon Seller becoming aware of any Control Failure Change with respect to Seller or a Material Adverse Effect with respect to Seller or a material portion of the Purchased Mortgage Loan that is an eMortgage Loan or any eNote Replacement FailureSecurities.

Notice of Proceedings or Adverse Change. Seller The Sellers shall give notice to the Buyer immediately (unless otherwise indicated below) after a Responsible Officer of either Seller has any knowledge of: (i) the occurrence of any Default or Event of DefaultDefault or Termination Event; (ii) any (a) default or event of default under any Indebtedness of either Seller in an aggregate amount in excess of $1,000,000 or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against either Seller in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to either Seller; (iii) any material claimlitigation or proceeding that is pending or threatened against (a) either Seller in which the amount involved exceeds $1,000,000 and is not covered by insurance, disputein which injunctive or similar relief is sought, litigationor which, investigationwould 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, proceeding or suspension between Seller and any Governmental Authoritywhich, Take-out Investorif adversely determined, third-party loan purchaser or any other Personwould 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, adverse change in the insurance coverage of either Seller, with a copy of evidence of same attached; (B) any material adverse change in accounting policies or financial reporting practices of either 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 Repurchase Document) on, or claim asserted in writing against, any of the Repurchase Assets;; and (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 resulted, or would reasonably be expected to result has a possibility of resulting, in a Material Adverse Effect; and (v) immediately upon Promptly, but no later than five (5) Business Days after either Seller becoming aware receives any of the same, deliver to the Buyer a true, complete, and correct copy of any Control Failure with respect to a Purchased Mortgage Loan that is an eMortgage Loan schedule, report, notice, or any eNote Replacement Failureother document delivered to such Seller by any Person pursuant to, or in connection with, any of the Repurchase Assets.

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: after: (i) the occurrence of any Default or Event of Default; ; (ii) any (a) default or event of default under any Indebtedness of Seller (after the expiration of any applicable grace or cure periods)Seller, or investigation or (b) litigation, investigation, regulatory action or proceeding that is pending or threatened in writing by or against Seller in any federal or state court or before any Governmental Authority; Authority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to Seller; (iii) any material claimlitigation or proceeding that is pending or threatened against (a) Seller in which the amount involved exceeds the Litigation Threshold, disputein which injunctive or similar relief is sought, litigationor which, investigationwould 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 Purchased Mortgage Loans, proceeding the Related Purchased Mortgage Loans or suspension between Seller and any Governmental Authoritythe Servicing Rights, Take-out Investor, third-party loan purchaser or any other Person; which would reasonably be expected to have a Material Adverse Effect; (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 Program Document) on, or claim asserted in writing against, any of the Repurchase Assets; Purchased Mortgage Loans, the Related Purchased Mortgage Loans or the Servicing Rights; (D) as soon as practicable, but, any Change in Control or any case, no more than two (2) Business Days, after Seller has obtained knowledge change in direct or indirect ownership or controlling interest of any fact that could reasonably be the basis direct or indirect owner 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 Seller; 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 resulted, or would reasonably be expected to result has a possibility of resulting, in a Material Adverse Effect; and (v) immediately upon Promptly, but no later than [*] after Seller becoming aware receives notice of the same, (A) any Control Failure with respect Purchased Mortgage Loan submitted to any third party investor (whole loan or securitization) and rejected for purchase, (B) any request for repurchase of or indemnification for a Purchased Mortgage Loan that is an eMortgage purchased by a third party investor, (C) the termination or suspension of approval of Seller to sell any Purchased Mortgage Loan to any investor, (D) any other notice received from any third-party investor with respect to the Purchased Mortgage Loans or Seller or (E) any eNote Replacement Failure.notice of default or notice of termination from the Subservicer; and

Notice of Proceedings or Adverse Change. Seller shall give notice to Buyer immediately (unless otherwise indicated below) after a Responsible Officer Officer, president, vice president, chief executive officer, chief financial officer, chief operating officer, secretary, treasurer or controller of Seller Party has any knowledge of: (i) the occurrence of any Default or Event of Default; (ii) any (a) default or event of default under any Indebtedness of Seller in excess of [***] or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or or, to the knowledge of Seller, threatened in writing by or against Seller in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to Seller; (iii) any material claimlitigation or proceeding that is pending or, disputeto the best of Seller’s knowledge, litigationthreatened (a) against Seller in which the amount involved exceeds the Litigation Threshold and is not covered by insurance, investigationin which injunctive or similar relief is sought, proceeding or suspension between Seller which, would reasonably be expected to have a Material Adverse Effect, (b) in connection with any of the Repurchase Assets, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect and (c) that questions or challenges compliance of any Governmental Authority, Take-out Investor, third-party loan purchaser Mortgage Loan with the Ability to Repay Rule or any other PersonQM Rule; (iv) as soon as reasonably possible, notice of any of the following events: : (A) a material, material and 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 Program Document) on, or claim asserted in writing against, any of the Repurchase Assets; ; (D) as soon as practicable, but, in the termination or nonrenewal of any case, no debt facilities of Seller which have a maximum principal amount (or equivalent) available of 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; Facility Termination Threshold; (E) any material issue raised upon examination of Seller or Seller’s facilities by any Governmental AuthorityChange in Control; or and (F) any other event, circumstance or condition that has resulted resulted, or would is reasonably be expected likely to result result, in a Material Adverse Effect; and (v) immediately upon Promptly, but no later than two (2) Business Days after Seller becoming aware receives notice of the same, (A) any Control Failure with respect to a Purchased Mortgage Loan submitted for inclusion into an Agency Security and rejected by that is Agency for inclusion in such Agency Security or (B) any Purchased Mortgage Loan submitted to an eMortgage Loan Approved Investor (whole loan or securitization) and rejected for purchase by such Approved Investor or (C) the termination or suspension of approval of Seller to sell any eNote Replacement FailureMortgage Loans to any Approved Investor. 4.2 deleting subsection (d) in its entirety and replacing it with the following:

Notice of Proceedings or Adverse Change. Seller Borrowers shall give notice to Buyer immediately Lender promptly (unless otherwise indicated specified below) after a Responsible Officer of Seller any Borrower has any knowledge of or receives knowledge of, as applicable: (i) the occurrence of any Default or Event of Default; (ii) any (a) default or event of default under any Indebtedness of Seller (after the expiration of any applicable grace or cure periods)Borrower Party, or investigation or (b) litigation, investigation, regulatory action or proceeding that is pending or threatened in writing by or against Seller any Borrower Party in any federal or state court or before any Governmental AuthorityAuthority which, if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, or (c) Material Adverse Effect; (iii) any material claim, dispute, litigation, investigation, litigation or proceeding that is pending or suspension between Seller and threatened against (a) any Governmental Authority, Take-out Investor, third-party loan purchaser Borrower Party or Guarantor in which the amount involved exceeds $100,000 (with respect to any Borrower or any other PersonPledgor) or $5,000,000 (with respect to Guarantor), and is not covered by insurance, in which injunctive or simi9lar 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 any of the Collateral, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (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 DocumentDocument or any Permitted Lien) on, or claim asserted in writing against, any of the Repurchase AssetsCollateral; (Dv) as soon as reasonably possible, notice of any of the following events: (A) a material change in the insurance coverage of any Borrower, with a copy of evidence of same attached; (B) any material change in accounting policies or financial reporting practices of any Borrower Party or Guarantor; or (C) any other event, circumstance or condition that has resulted or could reasonably be expected to result in a Material Adverse Effect; (vi) as soon as practicable, but, in any case, no not more than two (2) Business Days, after Seller any Borrower Party has obtained knowledge of any fact that could reasonably be the basis of any Purchased Mortgage Loan Financed Rental Property Issue with respect to a Purchased Mortgage Loanany Financed Rental Property, notice identifying the related Purchased Mortgage Loan Financed Rental Property with respect to which such Purchased Mortgage Loan Financed Rental Property Issue exists and detailing the cause of such potential Purchased Mortgage Loan Financed Rental Property 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 (vvii) immediately upon Seller becoming aware promptly, but no later than two (2) Business Days after any Borrower Party receives any of the same, deliver to Lender a true and correct copy of any Control Failure with respect to a Purchased Mortgage Loan that is an eMortgage Loan schedule, report, notice, or any eNote Replacement Failureother document delivered to such Borrower Party by any Person pursuant to, or in connection with, any Collateral.

Notice of Proceedings or Adverse Change. Seller shall give notice to Buyer immediately (unless otherwise indicated specified below) after a Responsible Officer of Seller has any knowledge of: (i) the occurrence of any Default or Event of Default; (ii) any (a) default or event of default under any Indebtedness of Seller or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against Seller in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to Seller; (iii) any material claimlitigation or proceeding that is pending or to the best of Seller’s knowledge threatened against (a) Seller in which the amount involved exceeds the Litigation Threshold and is not covered by insurance, disputein which injunctive or similar relief is sought, litigationor which, investigationwould reasonably be expected to have a Material Adverse Effect and (b) to the best of Seller’s knowledge, any litigation or proceeding that is pending or suspension between Seller and threatened in connection with any Governmental Authorityof the Repurchase Assets, Take-out Investorwhich, third-party loan purchaser or any other Personif adversely determined, would reasonably be expected to have a Material Adverse Effect; (iv) Other than in connection with the acquisition of Seller by Xxxxxx Investment Management Corp. or its permitted assignees under that certain stock purchase agreement for the purchase of 100% of the equity interest in Seller, 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 Program Document) on, or claim asserted in writing against, any of the Repurchase Assets; ; (D) as soon as practicable, but, in the termination or nonrenewal of any case, no debt facilities of Seller which have a maximum principal amount (or equivalent) available of 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; Facility Termination Threshold; (E) any material issue raised upon examination of Seller or Seller’s facilities by any Governmental AuthorityChange in Control; or and (F) any other event, circumstance or condition that has resulted resulted, or would reasonably be expected to result has a possibility of resulting, 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. Seller shall give notice to Buyer immediately of any of the following within the specified time: (unless otherwise indicated belowi) Immediately after a Responsible Officer of Seller has any knowledge of: (i) of the occurrence of any Default or Event of Default; (ii) As soon as reasonably possible but in no event later than [***]Business Days after a Responsible Officer of Seller has any knowledge of: (A) any (x) default or event of default under any Indebtedness in excess of Seller [***]of Seller, (after the expiration of any applicable grace or cure periods)y) litigation, or investigation or investigation, regulatory action or proceeding that is pending or or, to the knowledge of Seller, threatened in writing by or against Seller in any federal or state court or before any Governmental Authority; Authority which would be reasonably likely to be adversely determined and if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, or (iiiz) Material Adverse Effect with respect to 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 litigation or financial reporting practices proceeding that is pending or, to the knowledge of Seller;, threatened (x) against Seller in which the amount involved exceeds the Litigation Threshold, in which injunctive or similar relief is sought, or which would be reasonably likely to be adversely determined and if adversely determined, would reasonably be expected to have a Material Adverse Effect, and (y) in connection with any of the Repurchase Assets, which, would be reasonably likely to be adversely determined and if adversely determined, would reasonably be expected to have a Material Adverse Effect; or (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; (iii) 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, other than changes in conformity with the requirements of FNMA related thereto; (B) any material change in accounting policies or financial reporting practices of Seller; (C) the termination or nonrenewal of any debt facilities of Seller which have a maximum principal amount (or equivalent) available of more than the Facility Termination Threshold; (D) as soon as practicable, but, any Change 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 IssueControl; (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 in, or would reasonably be expected to result in in, a Material Adverse Effect; or (F) any Purchased Mortgage Loan has become a Defective Mortgage Loan, including that any applicable representations and warranties set forth on Schedule 1 hereto ceases to be true, correct, and complete (and providing all applicable details thereof); (iv) Promptly, but no later than [***]Business Days after Seller receives any of the same, deliver to Buyer a true, complete, and correct copy of any schedule, report, notice, or any other document delivered to Seller by any Person pursuant to, or in connection with, any of the Repurchase Assets that would reasonably be expected to have a Material Adverse Effect on the specified Repurchase Asset or Repurchase Assets; and (v) immediately upon Promptly, but no later than [***]Business Days after Seller becoming aware receives notice of the same, (A) any Control Failure with respect Mortgage Loan submitted for inclusion into an Agency security and rejected by that Agency for inclusion in such Agency security or (B) any Mortgage Loan submitted to a Purchased Mortgage Loan that is an eMortgage Loan Takeout Investor (whole loan or any eNote Replacement Failuresecuritization) and rejected for purchase by such Takeout Investor.

Notice of Proceedings or Adverse Change. Seller shall give notice to Buyer immediately in writing: (unless otherwise indicated belowi) after promptly, but no later than five (5) calendar days following the day when a Responsible Officer of Seller has any knowledge of: (iA) the occurrence of any Default or Event of Default; (iiB) any (a) default or event of default under any Indebtedness of Seller Seller, (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or or, to Seller’s knowledge, threatened in writing by or against Seller in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to Seller; (iiiC) (i) any material claim, dispute, litigation, investigation, regulatory action or proceeding that is pending or, to Seller’s knowledge, threatened in writing (x) against Seller in which the amount would reasonably be expected to have a Material Adverse Effect and (y) in connection with any of the Repurchase Assets, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect or suspension between (ii) there occurs the initiation of any investigation, audit, examination, or review of Seller and by an Agency, any Governmental Authority, Take-out Investorany trade association or consumer advocacy group relating to the origination, third-party loan purchaser acquisition, sale or any other Personservicing of Mortgage Loans by Seller or the business operations of Seller, with the exception of normally scheduled or otherwise routine audits or examinations by Seller’s regulators; (ivD) upon Seller becoming aware of any Control Failure with respect to a Mortgage Loan that is an eMortgage Loan; (E) promptly of any proposed changes, but at least ten (10) days prior to the proposed effective date of such changes, to Seller’s eClosing System or related policies, procedures and/or processes that may adversely affect the performance of such eClosing System or that may affect the enforceability of eMortgage Loans and eNotes or compliance with applicable Agency Guidelines and eCommerce Laws. Buyer may, in its sole discretion, require that the legal analysis, technical review and security review be updated, at Seller’s expense, with respect to any such proposed changes; and (F) upon any occurrence of a data security incident, in any event no later than five (5) Business Days following such incident, regarding Seller’s eClosing System that results in the unauthorized access to or acquisition of eNote and any other records, including details of such data security incident (if applicable), a summary of any external third party forensic examinations of it, and planned remediation steps to correct it and prevent similar incidents in the future. In addition, within a reasonable time following such notice and remediation of the applicable incident, the Seller shall provide certification that the remediation steps have been completed and preventative measures have been deployed, and a copy of the final incident report of an external third party forensic examiner of such data security incident. (ii) 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 the termination or nonrenewal of notice or knowledge any debt facilities of Seller in excess of $100,000,000; (D) 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;; and (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 resulted, or would reasonably be expected to result has a possibility of resulting, in a Material Adverse Effect; and. (viii) immediately upon promptly, but no later than five (5) Business Days after Seller becoming aware receives any of the same, deliver to Buyer a true, complete, and correct copy of any Control Failure with respect material schedule, report, notice, or any other material document delivered to Seller by any Person pursuant to, or in connection with, any of the Repurchase Assets. (iv) promptly, but no later than two (2) Business Days after Seller receives notice of the same, any Mortgage Loan submitted (A) for inclusion into an Agency Security and rejected by that Agency for inclusion in such Agency Security or (B) to a Purchased Mortgage Loan that is an eMortgage Loan Takeout Investor (whole loan or any eNote Replacement Failuresecuritization) and rejected for purchase by such Takeout Investor.

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 default or event of default under any Indebtedness of Seller (to the extent not waived or deemed not to exist after the expiration application of any applicable grace waiver or cure periods)period, or non-routine investigation or regulatory action that is pending or or, to the knowledge of Seller, threatened in writing by or against Seller in any federal or state court or before any Governmental Authority, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (iii) any material claim, dispute, litigation, investigation, proceeding or suspension between that is pending against Seller and before any Governmental Authority, Take-out Investor, third-party loan purchaser or any other Person;; and (iv) as soon as reasonably possible, notice of any of the following eventsevents which, except for any other time period specified below, such notice may be delivered in the next Officer’s Compliance Certificate: (A) a material, material and adverse change in the insurance coverage of Seller, with a copy of evidence of same attached; (B) within five (5) days, any material change in accounting policies or financial reporting practices of Seller, which could reasonably be expected to have a Material Adverse Effect; (C) promptly the involuntary termination or nonrenewal of any Indebtedness of Seller, or any new Indebtedness of in excess of ***; (D) within five (5) days 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; (DE) 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; (E1) entering into any material issue raised upon examination settlement with any third party, including, without limitation, a Governmental Authority, or (2) the issuance of Seller or Seller’s facilities a consent order by any Governmental Authority; or, in which in the case of clauses (1) or (2), the fines, penalties, settlement amounts or any other amounts owed by Seller thereunder exceeds the Litigation ***; (FG) any other eventlitigation or proceeding that is pending or, circumstance to the knowledge of Seller, threatened (a) against Seller in which the amount involved exceeds *** and is not covered by insurance or condition that has resulted or (b) which, if adversely determined would reasonably be expected to result in have a Material Adverse Effect; and; (v) promptly, but no later than five (5) Business Days after Seller receives notice of the same, any Purchased Mortgage Loan agreed to be the subject of a Take-out Commitment and delivered to a Take-out Investor (whole loan or securitization) under a Bailee Letter, and which was rejected for purchase by such Take-out Investor; provided, that such notice shall include an explanation as to why such Purchased Mortgage Loan was rejected for purchase by such Take-out Investor; or (vi) Seller shall furnish to Buyer written notice 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. The Seller shall give notice to the Buyer immediately (unless otherwise indicated below) after a Responsible Officer of the Seller has any knowledge of: (i) : the occurrence of any Default or Event of Default; Default or Termination Event; any (iia) any default or event of default under any Indebtedness of the Seller or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against the Seller in any federal or state court or before any Governmental Authority; Authority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (iiic) any material claimMaterial Adverse Effect with respect to the Seller; any litigation or proceeding that is pending or threatened against (a) the Seller in which the amount involved exceeds $100,000 and is not covered by insurance, disputein which injunctive or similar relief is sought, litigationor which, investigationwould 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, proceeding or suspension between Seller and any Governmental Authoritywhich, Take-out Investorif adversely determined, third-party loan purchaser or any other Person; (iv) would reasonably be expected to have a Material Adverse Effect; and, as soon as reasonably possible, notice of any of the following events: (A) : a material, adverse change in the 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) ; promptly upon receipt of notice or knowledge of any Lien or security interest (other than security interests created hereby or under any other Facility Repurchase 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 resulted, or would reasonably be expected to result has a possibility of resulting, in a Material Adverse Effect; and and Promptly, but no later than two (v2) immediately upon Business Days after the Seller becoming aware receives any of the same, deliver to the Buyer a true, complete, and correct copy of any Control Failure with respect to a Purchased Mortgage Loan that is an eMortgage Loan schedule, report, notice, or any eNote Replacement Failureother document delivered to the Seller by any Person pursuant to, or in connection with, any of the Repurchase Assets.

Notice of Proceedings or Adverse Change. The Seller shall give notice to Buyer the Administrative Agent: (a) immediately (unless otherwise indicated below) after a Responsible Officer of Seller has any knowledge of: (i) of the occurrence of any Default (other than an Event of Default) which continues for two (2) Business Days or an Event of Default; (iib) immediately after Seller has any knowledge of any (a) default or event of default under any Indebtedness of the Seller in an aggregate amount in excess of $1,000,000 or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against the Seller in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to the Seller; (iiic) immediately after a responsible officer of the Seller has any knowledge of any litigation or proceeding that is pending or threatened against (a) the Seller in which the amount claimed exceeds $1,000,000 and is not covered by insurance, in which injunctive or similar relief is sought, or which, if adversely determined, could reasonably be expected to have a Material Adverse Effect, or (b) any material claimlitigation or proceeding that is pending or threatened in connection with any of the Repurchase Assets, disputewhich, litigationif adversely determined, investigation, proceeding or suspension between Seller and any Governmental Authority, Take-out Investor, third-party loan purchaser or any other Personcould reasonably be expected to have a Material Adverse Effect; (ivd) as soon as reasonably possible, notice of any possible after a responsible officer of the following eventsSeller has any knowledge of: (Ai) a material, adverse material change in the insurance coverage of Seller, the Seller with a copy of evidence of same attached; (Bii) any material change in accounting policies or financial reporting practices of the Seller; (Ciii) the termination or nonrenewal of any debt facilities of the Seller which have a maximum principal amount (or equivalent) available of more than $5,000,000. (iv) promptly upon receipt of notice or knowledge of any Lien or security interest (other than security interests created hereby or under any other Facility Repurchase Document) on, or claim asserted in writing against, any of the Repurchase Assets; (Dv) as soon as practicablethe filing, but, in any case, no more than two (2) Business Days, after Seller has obtained knowledge recording or assessment of any fact that could reasonably be the basis material federal, state or local tax lien for Fifty Thousand Dollars ($50,000) or more against Seller or any of its Subsidiaries or any assets 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;them; and (E) any material issue raised upon examination of Seller or Seller’s facilities by any Governmental Authority; or (Fvi) any other event, circumstance or condition that has resulted resulted, or would could reasonably be expected likely to result result, in a Material Adverse Effect; and. (ve) immediately upon Promptly, but no later than three (3) Business Days after the Seller becoming aware receives any of the same, deliver to the Administrative Agent a true, complete, and correct copy of any Control Failure with respect to a Purchased Mortgage Loan that is an eMortgage Loan schedule, report, notice, or any eNote Replacement Failureother document delivered to Seller by any Person pursuant to, or in connection with, any material portion of the Repurchase Assets.

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 ofafter: (i) the occurrence of any Default or Event of Default; (ii) any (a) default or event of default under any Indebtedness of Seller (after the expiration of any applicable grace or cure periods)Seller, or investigation or (b) litigation, investigation, regulatory action or proceeding that is pending or threatened in writing by or against Seller in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to Seller; (iii) any material claimlitigation or proceeding that is pending or threatened against (a) Seller in which the amount involved exceeds the Litigation Threshold, disputein which injunctive or similar relief is sought, litigationor which, investigationwould reasonably be expected to have a Material Adverse Effect, and (b) any litigation or proceeding that is pending or suspension between Seller threatened in connection with any of the Purchased Assets, which would reasonably be expected to have a Material Adverse Effect; and any Governmental Authority, Take-out Investor, third-party loan purchaser or any other Person;USActive 58893110.158893110.5 (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 Program Document) on, or claim asserted in writing against, any of the Repurchase Assets; Collateral; (D) as soon as practicable, but, any Change in Control or any case, no more than two (2) Business Days, after Seller has obtained knowledge change in direct or indirect ownership or Controlling interest of any fact that could reasonably be the basis direct or indirect owner 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 Seller; 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 resulted, or would reasonably be expected to result has a possibility of resulting, 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. Each of Seller shall give notice to and Guarantor will notify Buyer immediately (unless otherwise indicated below) promptly after a Responsible Officer of Seller or Guarantor, as applicable, has actual knowledge of the occurrence of any knowledge ofof the following (which notice may be included in a Compliance Certificate delivered promptly thereafter), and Seller or Guarantor, as applicable, shall provide such additional documentation and cooperation as Buyer may reasonably request with respect to any of the following; provided that Seller and Guarantor will not be required to provide such additional documentation if Guarantor has provided such additional documentation to Buyer pursuant to the terms of the Rocket Repurchase Agreement: (i) the occurrence of any Default, Event of Default or Termination Event of Defaulthereunder; (ii) any (a) other action, event or condition of any nature that, with or without notice or lapse of time or both, will constitute (1) with respect to each Seller Party, a default under or in respect of any Indebtedness in excess of Seller [***] and (after the expiration 2) with respect to Guarantor, a default under or in respect of any applicable grace Other [***] Debt, and that, if not timely cured by Seller Parties or cure periods)Guarantor, as applicable, or investigation waived by its holder or holders, would cause, or would permit the holder or holders thereof (or a trustee on behalf of such holder or holders) to cause, such Indebtedness in excess of [***] or Other [***] Debt, as applicable, to become or be declared due before its stated maturity, or its prepayment, redemption or defeasance (including repurchase of assets subject to any repurchase agreement, securities contract or similar agreement) to be required, before its stated maturity or termination date; (b)(i) entry of any court judgment or regulatory action order requiring Seller Parties or Guarantor to pay a claim or claims that exceed (1) with respect to Seller Parties, [***], that is pending not covered by insurance, and (2) with respect to Guarantor, [***], that is not covered by insurance, or threatened in writing by (ii) the filing of any petition, claim or lawsuit against Seller Parties or Guarantor, in which the amount involved exceeds (1) with respect to Seller Parties, [***], that is not covered by insurance, and (2) with respect to Guarantor, [***] that is not covered by insurance; or (c) any federal other action, event or state court condition of any nature that has, or before any Governmental Authority;would reasonably be expected to have, a Material Adverse Effect; LEGAL02/41441953v3 (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 Personreserved; (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 SellerSeller or Guarantor except such changes as required by GAAP; (Cv) promptly upon receipt of notice reserved; (vi) the filing, recording or knowledge assessment of any federal, state or local tax Lien or security interest (other than security interests created hereby or under any other Facility DocumentDocuments) on, or claim asserted in writing against, any of the Repurchase AssetsPledged Items; (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 (Fvii) any other event, circumstance or condition that has resulted resulted, or would reasonably be expected to result in a Material Adverse Effect; and (vviii) immediately upon promptly, but no later than one (1) Business Day after any Seller becoming aware Party or Guarantor receives notice of any Control Failure with respect termination or suspension of any approval described in Section 13(x) of Guarantor to a Purchased sell Underlying Mortgage Loan that is Loans to an eMortgage Loan or any eNote Replacement FailureAgency.

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: after: (i) the occurrence of any Default or Event of Default; ; (ii) any (a) default or event of default under any Indebtedness of Seller (after the expiration of any applicable grace or cure periods)Seller, or investigation or (b) litigation, investigation, regulatory action or proceeding that is pending or threatened in writing by or against Seller in any federal or state court or before any Governmental Authority; Authority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to Seller; (iii) any material claimlitigation or proceeding that is pending or threatened against (a) Seller in which the amount involved exceeds the Litigation Threshold, disputein which injunctive or similar relief is sought, litigationor which, investigationwould 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 Purchased Mortgage Loans, proceeding the Related Purchased Mortgage Loans or suspension between Seller and any Governmental Authoritythe Servicing Rights, Take-out Investor, third-party loan purchaser or any other Person; which would reasonably be expected to have a Material Adverse Effect; (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 Program Document) on, or claim asserted in writing against, any of the Repurchase Assets; Purchased Mortgage Loans, the Related Purchased Mortgage Loans or the Servicing Rights; (D) as soon as practicable, but, any Change in Control or any case, no more than two (2) Business Days, after Seller has obtained knowledge change in direct or indirect ownership or controlling interest of any fact that could reasonably be the basis direct or indirect owner 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 Seller; 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 resulted, or would reasonably be expected to result has a possibility of resulting, 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. Seller Borrowers shall give notice to Buyer immediately Lender promptly (unless otherwise indicated specified below) after a Responsible Officer of Seller any Borrower has any knowledge of or receives knowledge of, as applicable: (i) the occurrence of any Default or Event of Default; (ii) any (a) default or event of default under any Indebtedness of Seller (after the expiration of any applicable grace or cure periods)Borrower Party, or investigation or (b) litigation, investigation, regulatory action or proceeding that is pending or threatened in writing by or against Seller any Borrower Party in any federal or state court or before any Governmental AuthorityAuthority which, if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, or (c) Material Adverse Effect; (iii) any material claim, dispute, litigation, investigation, litigation or proceeding that is pending or suspension between Seller and threatened against (a) any Governmental Authority, Take-out Investor, third-party loan purchaser Borrower Party or Guarantor in which the amount involved exceeds $100,000 (with respect to any Borrower or any other PersonPledgor) or $5,000,000 (with respect to Guarantor), 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 any of the Collateral, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (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 DocumentDocument or any Permitted Lien) on, or claim asserted in writing against, any of the Repurchase AssetsCollateral; (Dv) as soon as reasonably possible, notice of any of the following events: (A) a material change in the insurance coverage of any Borrower, with a copy of evidence of same attached; (B) any material change in accounting policies or financial reporting practices of any Borrower Party or Guarantor; or (C) any other event, circumstance or condition that has resulted or could reasonably be expected to result in a Material Adverse Effect; (vi) as soon as practicable, but, in any case, no not more than two (2) Business Days, after Seller any Borrower Party has obtained knowledge of any fact that could reasonably be the basis of any Purchased Mortgage Loan Financed Rental Property Issue with respect to a Purchased Mortgage Loanany Financed Rental Property, notice identifying the related Purchased Mortgage Loan Financed Rental Property with respect to which such Purchased Mortgage Loan Financed Rental Property Issue exists and detailing the cause of such potential Purchased Mortgage Loan Financed Rental Property 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 (vvii) immediately upon Seller becoming aware promptly, but no later than two (2) Business Days after any Borrower Party receives any of the same, deliver to Lender a true and correct copy of any Control Failure with respect to a Purchased Mortgage Loan that is an eMortgage Loan schedule, report, notice, or any eNote Replacement Failureother document delivered to such Borrower Party by any Person pursuant to, or in connection with, any Collateral.

Notice of Proceedings or Adverse Change. The Seller shall give notice to the Buyer immediately (unless otherwise indicated below) after a Responsible Officer of the Seller has any knowledge of: (i) the occurrence of any Default or Event of Default; (ii) any (a) default or event of default under any Indebtedness of Seller or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against Seller such party in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to such party; (iii) any material claimlitigation or proceeding that is pending or threatened against (a) the Seller in which the amount involved exceeds $5,000,000 and is not covered by insurance, disputein which injunctive or similar relief is sought, litigationor which, investigationwould 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, proceeding or suspension between Seller and any Governmental Authoritywhich, Take-out Investorif adversely determined, third-party loan purchaser or any other Personwould 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, adverse change in the 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) 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;; and (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 resulted, or would reasonably be expected to result has a possibility of resulting, 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. Seller shall give notice to Buyer immediately (unless otherwise indicated below) after a Responsible Officer of Seller has any knowledge ofafter: (i) the occurrence of any Default or Event of Default; (ii) any (a) default or event of default under any Indebtedness of Seller (after the expiration of any applicable grace or cure periods)Seller, or investigation or (b) litigation, investigation, regulatory action or proceeding that is pending or threatened in writing by or against Seller in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to Seller; (iii) any material claimlitigation or proceeding that is pending or threatened against (a) Seller in which the amount involved exceeds the Litigation Threshold, disputein which injunctive or similar relief is sought, litigationor which, investigationwould 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 Purchased Mortgage Loans, proceeding the Related Purchased Mortgage Loans or suspension between Seller and any Governmental Authoritythe Servicing Rights, Take-out Investor, third-party loan purchaser or any other Personwhich would reasonably be expected to have a Material Adverse Effect; (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 Program Document) on, or claim asserted in writing against, any of the Repurchase Assets; Purchased Mortgage Loans, the Related Purchased Mortgage Loans or the Servicing Rights; (D) as soon as practicable, but, any Change in Control or any case, no more than two (2) Business Days, after Seller has obtained knowledge change in direct or indirect ownership or controlling interest of any fact that could reasonably be the basis direct or indirect owner 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 Seller; 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 resulted, or would reasonably be expected to result has a possibility of resulting, in a Material Adverse Effect; (v) Promptly, but no later than [***] after Seller receives notice of the same, (A) any Purchased Mortgage Loan submitted to any third party investor (whole loan or securitization) and rejected for purchase, (B) any request for repurchase of or indemnification for a Purchased Mortgage Loan purchased by a third party investor, (C) the termination or suspension of approval of Seller to sell any Purchased Mortgage Loan to any investor, (D) any other notice received from any third-party investor with respect to the Purchased Mortgage Loans or Seller or (E) any notice of default or notice of termination from the Subservicer; and (vvi) immediately upon Seller becoming aware receives notice of cancellation of any Control Failure policy of insurance with respect to the Seller, the Seller’s Property, a Purchased Mortgage Loan that is an eMortgage Loan or any eNote Replacement FailureMortgaged Property securing a Purchased Mortgage Loan.

Notice of Proceedings or Adverse Change. Seller shall give notice to Buyer immediately the Administrative Agent of any of the following within the specified time: (i) Promptly (unless otherwise indicated different timing is specified below) after a Responsible Officer of Seller has any knowledge of: (iA) Immediately upon the occurrence of any Default or Event of Default; (iiB) any (x) default or event of default under any Indebtedness of Seller Seller, (after the expiration of any applicable grace or cure periods)y) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against Seller in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, or (z) Material Adverse Effect with respect to Seller; (iiiC) any material claimlitigation or proceeding that is pending or, disputeto the knowledge of Seller, litigationthreatened (x) against Seller in which the amount involved exceeds the Litigation Threshold, investigationin which injunctive or similar relief is sought, proceeding or suspension between Seller which, if adversely determined, would reasonably be expected to have a Material Adverse Effect, and (y) in connection with any Governmental Authorityof the Repurchase Assets, Take-out Investorwhich, third-party loan purchaser if adversely determined, would reasonably be expected to have a Material Adverse Effect; or (D) any Lien or security interest (other than security interests created hereby or under any other Person;Facility Document) on, or claim asserted against, any of the Repurchase Assets. (ivii) as 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 SellerSeller (other than those changes required in order to comply with applicable law or regulatory requirements); (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[reserved]; (D) as soon as practicable, but, any Change 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 IssueControl; (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 resulted, or would reasonably be expected to result has a reasonable possibility of resulting, in a Material Adverse Effect; and; (vF) immediately any Purchased Mortgage Loan has become a Defective Mortgage Loan, including that any applicable representations and warranties set forth on Schedule 1 hereto ceases to be true, correct, and complete (and providing all applicable details thereof); or (G) 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. (iii) Promptly, but no later than two (2) Business Days after Seller receives any of the same, deliver to the Administrative Agent a true, complete, and correct copy of any schedule, report, notice, or any other document delivered to Seller by any Person pursuant to, or in connection with, any of the Repurchase Assets. (iv) Promptly, but no later than two (2) Business Days after Seller receives notice of the same, (A) any Mortgage Loan submitted for inclusion into an Agency security and rejected by that Agency for inclusion in such Agency security or (B) any Mortgage Loan submitted to a Takeout Investor (whole loan or securitization) and rejected for purchase by such Takeout Investor. (v) Simultaneously with the furnishing of the Monthly Compliance Certificate, the termination or nonrenewal of any debt facilities of Seller which have a maximum principal amount (or equivalent) available of more than the two (2) times the Maximum Purchase Amount.

Notice of Proceedings or Adverse Change. Each Seller shall give notice to Buyer immediately (unless otherwise indicated below) promptly after a Responsible Officer of such Seller has any knowledge of: (i1) the occurrence of any Default or Event of Default; (ii2) any (a) default or event of default under any material Indebtedness of any Seller or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against any Seller in any federal or state court or before any LEGAL02/43731153v4 Governmental AuthorityAuthority which is reasonably expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to any Seller; (iii3) any material claimlitigation or proceeding that is pending or threatened against (a) any Seller in which the amount involved exceeds the Litigation Threshold and is not covered by insurance, disputeor which is reasonably 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, litigation, investigation, proceeding or suspension between Seller and any Governmental Authority, Take-out Investor, third-party loan purchaser or any other Personwhich is reasonably expected to have a Material Adverse Effect; (iv4) as soon as reasonably possible, notice of any of the following events: : (A) a material, adverse change in the insurance coverage required of Sellerany Seller pursuant to any Program Document, with a copy of evidence of same attached; ; (B) any material change in accounting policies or financial reporting practices of any 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 Program Document) on, or claim asserted in writing against, any of the Repurchase Assets; ; (D) as soon as practicable, but, any Change 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; Control; (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 resulted, or would is reasonably be expected to result result, in a Material Adverse Effect; and and (vF) immediately upon any Seller becoming aware of any Control Failure or eNote Secured Party Failure with respect to a Purchased Mortgage Loan that is an eMortgage Loan or any eNote Replacement FailureFailure or any Unauthorized Servicing Modification; (5) promptly, but no later than three (3) Business Days after any Seller receives notice of the same, the termination or suspension of approval of a Seller to sell (A) any Mortgage Loans to any Agency or (B) any Jumbo Mortgage Loans to an Approved Investor or third party purchaser; and (6) repurchases and early payment default requests. At Buyer’s request, Seller shall provide a true and correct summary of the portfolio performance including representation breaches, missing document breaches, repurchases due to fraud and early payment default requests based on (i) pending demands as of the end of each quarter including an estimate of the expected payments and/or losses in connection therewith; and (ii) actual repurchase demands paid during the fiscal year to date reported as a total. In addition, at Buyer’s request, Seller shall provide a true and correct summary of the volume of Mortgage Loans subject to other warehouse lines in excess of ninety (90) days.

Notice of Proceedings or Adverse Change. Seller The Sellers shall give notice to Buyer immediately (unless otherwise indicated below) after a Responsible Officer of Seller has any knowledge ofthe Buyer: (i) immediately after a responsible officer of any Seller has any knowledge of the occurrence of any Default (other than an Event of Default) which continues for two (2) Business Days or an Event of Default; (ii) immediately after a responsible officer of any Seller has any knowledge of any (a) default or event of default under any Indebtedness of any Seller in an aggregate amount in excess of $5,000,000 or (after the expiration of any applicable grace or cure periods)b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against any Seller in any federal or state court or before any Governmental AuthorityAuthority (i) which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, in each case, with respect to the Sellers or any Repurchase Asset, (ii) in which the amount involved exceeds $5,000,000 and is not covered by insurance or (iii) in which injunctive or similar relief is sought, or (c) any Material Adverse Effect with respect to any Seller; (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 PersonReserved; (iv) as soon as reasonably possible, notice of any possible after a responsible officer of the following eventsSellers have any knowledge of: (A) a material, adverse material change in the insurance coverage of Seller, any Seller with a copy of evidence of same attached; (B) any material change in accounting policies or financial reporting practices of any Seller; (C) the termination or involuntary nonrenewal of any debt facilities of any Seller by the respective creditor which have a maximum principal amount (or equivalent) available of more than $25,000,000. (D) promptly upon receipt of notice or knowledge of any Lien or security interest (other than security interests created hereby or under any other Facility DocumentRepurchase Document or with respect to any Interest Rate Protection Agreement) on, or claim asserted in writing against, any of the Repurchase Assets; (DE) as soon as practicablethe filing, but, in any case, no more than two (2) Business Days, after Seller has obtained knowledge recording or assessment of any fact that could reasonably be the basis material federal, state or local tax lien for $5,000,000 or more against any Seller or any of its Subsidiaries or any assets of any Purchased Mortgage Loan Issue with respect of them; (F) the transfer or loss of any Servicing Agreement that relates to a any Purchased Mortgage Loan, and the reason for such transfer or loss, if known to any Seller; provided that no such notice identifying to the related Purchased Buyer shall be required in respect of transfer of any Servicing Agreement resulting from any Seller’s sale of Mortgage Loan with respect to which such Purchased Mortgage Loan Issue exists Loans on a servicing-released basis and detailing in the cause ordinary course of such potential Purchased Mortgage Loan Issue;its business; and (E) any material issue raised upon examination of Seller or Seller’s facilities by any Governmental Authority; or (FG) any other event, circumstance or condition that has resulted resulted, or would reasonably be expected to result likely 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. Each of the Guarantor and each Seller shall give notice to the Buyer immediately (unless otherwise indicated below) after a Responsible Officer of such Seller or the Guarantor, as applicable, has any knowledge of: (i) the occurrence of any Default or Event of DefaultDefault or Termination Event; (ii) any (a) default or event of default under any Indebtedness, which Indebtedness is in excess of Seller (after the expiration $5,000,000 of any applicable grace Seller or cure periods)the Guarantor or (b) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against any Seller or the Guarantor in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to any Seller or the Guarantor; (iii) Except as has already been disclosed on the litigation report referenced below, the Seller will promptly, and in any material claimevent within ten (10) days after service of process on any of the following, dispute, give to the Buyer notice of all litigation, investigationactions, proceeding suits, arbitrations, investigations (including, without limitation, any of the foregoing which are threatened or suspension between pending) or other legal or arbitrable proceedings affecting the Seller and or any of its Subsidiaries or affecting any of the Property of any of them before any Governmental Authority, Take-out Investor, third-party loan purchaser Authority that (i) questions or challenges the validity or enforceability of any of the Repurchase Documents or any other Personaction to be taken in connection with the transactions contemplated hereby, (ii) makes a claim or claims in an aggregate amount greater than $10,000,000 (provided notice with respect to such claim or claims shall be required only upon the Buyer’s request), or (iii) which, individually or in the aggregate, if adversely determined, could be reasonably likely to have a Material Adverse Effect. The Sellers will deliver to the Buyer a litigation report upon the Buyer’s request; (iv) as soon as reasonably possible, notice of any of the following events: (A) a material, adverse material change in the insurance Fidelity Insurance coverage of the Guarantor or any Seller, with a copy of evidence of same attached; (B) any material change in accounting policies or financial reporting practices of the Guarantor or any 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;; and (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 resulted, or would reasonably be expected to result in a Material Adverse Effect; and (v) immediately upon Promptly, but no later than two (2) Business Days after the Guarantor or any Seller becoming aware receives any of the same, deliver to the Buyer a true, complete, and correct copy of any Control Failure with respect to a Purchased Mortgage Loan that is an eMortgage Loan schedule, report, notice, or any eNote Replacement Failureother document delivered to the Sellers or the Guarantor, as applicable, by any Person pursuant to, or in connection with, any of the Repurchase Assets.

Notice of Proceedings or Adverse Change. Seller shall give notice to Buyer immediately the Administrative Agent of any of the following within the specified time: (unless otherwise indicated belowi) Immediately after a Responsible Officer of Seller has any knowledge of: (i) of the occurrence of any Default or Event of Default; (ii) As soon as reasonably possible but in no event later than [***] after a Responsible Officer of Seller has any knowledge of: (A) any (x) default or event of default under any Indebtedness in excess of Seller [***] of Seller, (after the expiration of any applicable grace or cure periods)y) litigation, or investigation or investigation, regulatory action or proceeding that is pending or or, to the knowledge of Seller, threatened in writing by or against Seller in any federal or state court or before any Governmental AuthorityAuthority which would be reasonably likely to be adversely determined and if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, or (z) Material Adverse Effect with respect to any Seller; (B) any litigation or proceeding that is pending or, to the knowledge of Seller, threatened (x) against Seller in which the amount involved exceeds the Litigation Threshold, in which injunctive or similar relief is sought, or which would be reasonably likely to be adversely determined and if adversely determined, would reasonably be expected to have a Material Adverse Effect, and (y) in connection with any of the Repurchase Assets, which, would be reasonably likely to be adversely determined and if adversely determined, would reasonably be expected to have a Material Adverse Effect; or (C) any Lien or security interest (other than security interests created hereby or under any other Facility Document) on, or claim asserted against, any of the Repurchase Assets; (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 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, other than changes in conformity with the requirements of FNMA related thereto; (B) any material change in accounting policies or financial reporting practices of Seller; (C) promptly upon receipt of notice the termination or knowledge nonrenewal of any Lien debt facilities of Seller which have a maximum principal amount (or security interest (other equivalent) available of more than security interests created hereby or under any other the Facility Document) on, or claim asserted in writing against, any of the Repurchase AssetsTermination Threshold; (D) as soon as practicable, but, any Change 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 IssueControl; (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 in, or would reasonably be expected to result in in, a Material Adverse Effect; or (F) any Purchased Mortgage Loan has become a Defective Mortgage Loan, including that any applicable representations and warranties set forth on Schedule 1 hereto ceases to be true, correct, and complete (and providing all applicable details thereof); (iv) Promptly, but no later than [***] after Seller receives any of the same, deliver to the Administrative Agent a true, complete, and correct copy of any schedule, report, notice, or any other document delivered to Seller by any Person pursuant to, or in connection with, any of the Repurchase Assets that would reasonably be expected to have a Material Adverse Effect on the specified Repurchase Asset or Repurchase Assets; and (v) immediately upon Promptly, but no later than [***] after Seller becoming aware receives notice of the same, (A) any Control Failure with respect Mortgage Loan submitted for inclusion into an Agency security and rejected by that Agency for inclusion in such Agency security or (B) any Mortgage Loan submitted to a Purchased Mortgage Loan that is an eMortgage Loan Takeout Investor (whole loan or any eNote Replacement Failuresecuritization) and rejected for purchase by such Takeout Investor.

Notice of Proceedings or Adverse Change. Seller shall give notice to Buyer immediately of any of the following within the specified time: (i) Promptly (unless otherwise indicated different timing is specified below) after a Responsible Officer of Seller has any knowledge of: (iA) Immediately upon the occurrence of any Default or Event of Default; (iiB) any (x) default or event of default under any Indebtedness of Seller Seller, (after the expiration of any applicable grace or cure periods)y) litigation, or investigation or investigation, regulatory action or proceeding that is pending or threatened in writing by or against Seller in any federal or state court or before any Governmental AuthorityAuthority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, or (z) Material Adverse Effect with respect to Seller; (iiiC) any material claimlitigation or proceeding that is pending or, disputeto the knowledge of Seller, litigationthreatened (x) against Seller in which the amount involved exceeds the Litigation Threshold, investigationin which injunctive or similar relief is sought, proceeding or suspension between Seller which, if adversely determined, would reasonably be expected to have a Material Adverse Effect, and (y) in connection with any Governmental Authorityof the Repurchase Assets, Take-out Investorwhich, third-party loan purchaser if adversely determined, would reasonably be expected to have a Material Adverse Effect; or (D) any Lien or security interest (other than security interests created hereby or under any other Person;Facility Document) on, or claim asserted against, any of the Repurchase Assets. (ivii) as 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 SellerSeller (other than those changes required in order to comply with applicable law or regulatory requirements); (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[reserved]; (D) as soon as practicable, but, any Change 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 IssueControl; (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 resulted, or would reasonably be expected to result has a reasonable possibility of resulting, in a Material Adverse Effect; and; (vF) immediately any Purchased Mortgage Loan has become a Defective Mortgage Loan, including that any applicable representations and warranties set forth on Schedule 1 hereto ceases to be true, correct, and complete (and providing all applicable details thereof); or (G) 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. -38- LEGAL02/41080625v5 LEGAL02/41080625v8 (iii) Promptly, [***] after Seller receives any of the same, deliver to Buyer a true, complete, and correct copy of any schedule, report, notice, or any other document delivered to Seller by any Person pursuant to, or in connection with, any of the Repurchase Assets. (iv) Promptly, [***] after Seller receives notice of the same, (A) any Mortgage Loan submitted for inclusion into an Agency security and rejected by that Agency for inclusion in such Agency security or (B) any Mortgage Loan submitted to a Takeout Investor (whole loan or securitization) and rejected for purchase by such Takeout Investor. (v) Simultaneously with the furnishing of the Monthly Compliance Certificate, the termination or nonrenewal of any debt facilities of Seller which have a maximum principal amount (or equivalent) available of more than the two (2) times the Maximum Purchase Amount.