No Adverse Claims Seller warrants and will defend, and shall cause any Servicer to defend, the right, title and interest of Buyer in and to all Purchased Mortgage Loans and the related Repurchase Assets against all adverse claims and demands.
Notices of Certain Events (a) The Sellers shall promptly notify the Purchaser of: (i) any change or event that, individually or in the aggregate, has had or reasonably may be expected to result in a Material Adverse Effect, or otherwise result in any representation or warranty of the Sellers hereunder being inaccurate such that the condition precedent in Section 7.2(c) would not be satisfied if such inaccuracy were to exist at the Closing Date; (ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby; (iii) any written notice (other than routine communications of an administrative nature) from any Governmental Entity in connection with the transactions contemplated hereby; (iv) any action, suit, claim, investigation or proceeding commenced or, to the Sellers’ Knowledge threatened against, relating to or involving or otherwise affecting the Business that, if pending on the date hereof, would have been required to have been disclosed hereunder or that related to or would otherwise affect the consummation of the transactions contemplated hereby; and (v) (A) the material damage or destruction by fire or other casualty of any material Asset or part thereof or (B) any material Asset or part thereof becoming the subject of any proceeding (or, to the Sellers’ Knowledge, threatened proceeding) for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action. (b) The Purchaser shall promptly notify the Sellers of: (i) any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect, or otherwise result in any representation or warranty of the Purchaser hereunder being inaccurate such that the condition precedent in Section 7.3(c) would not be satisfied if such inaccuracy were to exist at the Closing Date; (ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby; (iii) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; and (iv) any action, suit, claim, investigation or proceeding commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser that relates to or would otherwise affect the consummation of the transactions contemplated hereby. (c) Each Party hereby acknowledges that the other Party does not and shall not waive any right it may have hereunder as a result of such notifications.
Adverse Claims Borrower will promptly advise Lender in writing of any litigation, Liens or claims affecting the Mortgaged Property and of all complaints and charges made by any Governmental Authority that may delay or adversely affect the Repairs or Capital Replacements.