Common use of Notices of Certain Events Clause in Contracts

Notices of Certain Events. As soon as possible and in any event within [***] (unless otherwise noted below) of knowledge of a Responsible Officer of the Seller thereof, each Seller Party shall furnish to Administrative Agent notice of the following events: (1) a material and adverse change in the insurance coverage required of such Seller Party or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the Agencies; (2) to the extent not prohibited by any Governmental Authority, any material dispute, litigation, investigation, proceeding or suspension between such Seller Party, Guarantor or Servicer, on the one hand, and any Governmental Authority; (3) any material change in accounting policies or financial reporting practices of Seller or Guarantor; (4) within [***] of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice of the following events with respect to any Purchased Asset or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, 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 value of such Purchased Mortgage Loan or Contributed Asset; (5) to the extent not prohibited by any Governmental Authority, any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (6) reserved; (7) any default related to any Repurchase Asset or any lien or security interest (other than security interests created hereby or by the other Program Agreements) on, or claim asserted against, any of the Purchased Assets or Contributed Assets; and (8) any other event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting, in a Material Adverse Effect with respect to such Seller Party, Guarantor or Servicer

Notices of Certain Events. As soon as possible and in any event within [***] (unless otherwise noted below) of Deliver to the Lender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Seller thereof, each Seller Party shall furnish Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to Administrative Agent notice of the following eventssuch event or circumstance: (1a) a material and adverse change in the insurance coverage required any Default or Event of such Seller Party or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the AgenciesDefault; (2b) to any default or event of default under any contractual obligation of the extent not prohibited by Borrower or any Governmental Authority, any material dispute, litigation, investigation, or proceeding or suspension between such Seller Party, Guarantor or Servicer, on the one hand, Borrower and any Governmental AuthorityAuthority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (3c) any material change litigation or proceeding involving the Borrower as a defendant or in accounting policies which any Property of the Borrower is subject to a claim and in which the amount involved is $200,000 or financial reporting practices of Seller more and which is not covered by insurance or Guarantorin which injunctive or similar relief is sought; (4d) within [***] the receipt by the Borrower of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice of the following events with respect to any Purchased Asset or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, 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 value of such Purchased Mortgage Loan or Contributed AssetEnvironmental Complaint; (5e) to the extent not prohibited any actual, proposed, or threatened testing or other investigation by any Governmental AuthorityAuthority or other Person concerning the environmental condition of, or relating to, any material penaltiesProperty of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or from, sanctions or charges leviedaffecting, or threatened related to be leviedany Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, against Sellerlicense, any material change in approval statuscertificate, or material adverse actions taken against Seller by any Government Authority supervising or regulating approval of the origination or servicing of mortgage loans byrelevant Governmental Authority, or the issuer status ofviolation of any Environmental Law, Selleror the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (6g) reservedthe change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (7h) any default related to any Repurchase Asset or any lien or security interest (other than security interests created hereby or by change in the other Program Agreements) on, or claim asserted against, any senior management of the Purchased Assets or Contributed AssetsBorrower; and (8) i) any other event, circumstance event or condition that has resulted, or has a reasonable likelihood of resulting, in which could reasonably be expected to have a Material Adverse Effect with respect to such Seller Party, Guarantor or ServicerEffect.

Notices of Certain Events. As soon as Promptly after the Issuer learns of the receipt or occurrence of any of the following, the Issuer will furnish to the Holders and, if applicable, to the Collateral Agent, a certificate of the Issuer, signed by a Responsible Officer, specifying (1) any official notice of any violation, possible and in violation, non-compliance or possible non-compliance, or claim made by any Governmental Authority pertaining to all or any part of the properties or assets of the Issuer or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect; (2) any event within [***] which constitutes a Default or Event of Default, together with a detailed statement specifying the nature thereof and the steps being taken to cure such Default or Event of Default; (unless otherwise noted below3) the receipt of knowledge any notice from, or the taking of a Responsible Officer any other action by, the holder of any Indebtedness in excess of $10,000,000 of the Seller thereofIssuer or any of its Subsidiaries with respect to a claimed default, each Seller Party shall furnish together with a detailed statement specifying the notice given or other action taken by such holder and the nature of the claimed default and what action the Issuer is taking or proposes to Administrative Agent take with respect thereto; (4) any draws under letters of credit issued pursuant to the Reimbursement Agreement; (5) any circumstance, event or condition not previously disclosed to the Holders which could give rise to a liability or duty under any Environmental Law or which violates any Environmental Law and which could reasonably be expected to have a Material Adverse Effect; (6) any event or condition which could reasonably be expected to have a Material Adverse Effect; (7) any notice of the following events: (1) a institution of, or any material adverse development in, any action, suit or proceeding or any governmental investigation or any arbitration, before any court or arbitrator or any governmental or administrative body, agency or official, against the Issuer or any of its Subsidiaries or any material property or asset of any thereof, in which the amount involved is material and adverse change in the insurance coverage required of such Seller Party or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required covered by insurance or which, if adversely determined, would have a Material Adverse Effect; or (8) the Agencies; (2) to the extent not occurrence of an ERISA Event or a “prohibited by any Governmental Authority, any material dispute, litigation, investigation, proceeding transaction,” as such term is defined in Section 406 of ERISA or suspension between such Seller Party, Guarantor or Servicer, on the one hand, and any Governmental Authority; (3) any material change in accounting policies or financial reporting practices of Seller or Guarantor; (4) within [***] of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice Section 4975 of the following events Code, with respect to any Purchased Asset or Contributed AssetBenefit Plan has occurred, that which such notice shall specify the underlying Mortgaged Property or REO Propertynature thereof, as the Issuer’s proposed response thereto (and, if applicable, has been damaged by wastethe proposed response thereto of any Subsidiary of the Issuer and of any ERISA Affiliate) and, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as to affect adversely the value of such Purchased Mortgage Loan or Contributed Asset; (5) to the extent not prohibited by any Governmental Authoritywhere known, any material penaltiesaction taken or proposed by the Internal Revenue Service, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing Department of mortgage loans by, Labor or the issuer status of, Seller; (6) reserved; (7) any default related to any Repurchase Asset or any lien or security interest (other than security interests created hereby or by the other Program Agreements) on, or claim asserted against, any of the Purchased Assets or Contributed Assets; and (8) any other event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting, in a Material Adverse Effect PBGC with respect to such Seller Party, Guarantor or Servicerthereto.

Notices of Certain Events. As soon as possible and in any event within [***] five (unless otherwise noted 5) Business Days, in case of the events specified in clauses (2), (5), (7) – (9), and fifteen (15) Business Days in the case of the other events specified below) , of knowledge of a Responsible Officer of the Seller thereof, each Seller Party shall furnish to Administrative Agent Buyer notice of the following events: (1) a material and adverse change in the insurance coverage required of such Seller Party a Seller, Property Manager or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the Agenciesattached; (2) to the extent not prohibited by any Governmental Authority, any material dispute, litigation, investigationinvestigation (excluding any ordinary course investigations), proceeding or suspension between such a Seller Party, Guarantor or ServicerSeller Parties, on the one hand, and any Governmental AuthorityAuthority or any Person; (3) any material change in accounting policies or financial reporting practices of Seller or GuarantorSeller; (4) within [***] of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice of that the following events underlying Mortgaged Property with respect to any Purchased Asset or Contributed AssetMortgage Loan, that the underlying Mortgaged Contributed Rental Property or any Contributed REO Property, as applicable, Property has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as to affect materially and adversely the value of such Purchased Mortgage Loan Loan, Rental Property or Contributed AssetREO Property; (5) to the extent not prohibited any material issues raised upon examination of any Seller Party’s facilities by any Governmental Authority, any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (6) reservedany material change in the Indebtedness of any Seller Party, including, without limitation, any default, renewal, non‑renewal, termination, increase in available amount or decrease in available amount related thereto; (7) any material default related to any Repurchase Asset or any lien or security interest (other than security interests created hereby or by the other Program Agreements) on, or claim asserted against, any of the Purchased Assets Asset, any Contributed Mortgage Loan, Contributed Rental Property or any Contributed Assets; andREO Property; (8) any other event, circumstance or condition that has resulted, or has a reasonable likelihood of resultingcould reasonably be expected to result, in a Material Adverse Effect with respect to such Seller Party, Guarantor or ServicerSeller; and (9) the occurrence of any material employment dispute and a description of the strategy for resolving it that could reasonably be expected to result in a Material Adverse Effect.

Notices of Certain Events. As soon as possible and in any event within [***] five (unless otherwise noted below5) Business Days of knowledge of a Responsible Officer of the Seller thereof, each Seller Party shall furnish to Administrative Agent Buyer notice of the following events: (1) a material and adverse change in the insurance coverage required of such Seller Party Seller, Servicer or any other Person pursuant to any Program Agreement, or any Underlying Repurchase Counterparty with a copy of evidence of same attached that is not otherwise required by the Agenciesattached; (2) to the extent not prohibited by any Governmental Authority, any material dispute, litigation, investigation, proceeding or suspension between such Seller PartySeller, Guarantor Servicer or Servicerany Underlying Repurchase Counterparty, on the one hand, and any Governmental AuthorityAuthority or any Person; (3) any material change in accounting policies or financial reporting practices of Seller or GuarantorServicer; (4) within [***] of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice of the following events with respect to any Purchased Asset or Contributed AssetMortgage Loan, that the underlying Mortgaged Property or REO Property, as applicable, 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 value of such Purchased Mortgage Loan or Contributed AssetMortgaged Loan; (5) to the extent not prohibited any material issues raised upon examination of Seller, any Underlying Repurchase Counterparty or Seller’s or any Underlying Repurchase Counterparty’s facilities by any Governmental Authority, any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (6) reservedany material change in the Indebtedness of the Seller, including, without limitation, any default, non-renewal, termination, increase in available amount or decrease in available amount related thereto; (7) any default related to any Repurchase Asset Asset, including without limitation any default under any Underlying Repurchase Documents, or any lien or security interest (other than security interests created hereby or by the other Program Agreements) on, or claim asserted against, any of the Purchased Assets or Contributed Assets; andMortgage Loans; (8) any Underlying Repurchase Counterparty for any reason ceases to possess all applicable Agency approvals, or an event has occurred or Underlying Repurchase Counterparty has a reason to believe or suspect that an event will occur prior to the issuance of the Agency Security or the consummation of the Take-Out Commitment, that will require notification to an Agency or the Department of Housing and Urban Development, FHA or VA; (9) any other event, circumstance or condition that has resulted, or has a reasonable likelihood possibility of resulting, in a Material Adverse Effect with respect to such Seller Partyor any Servicer; (10) the occurrence of any material employment dispute and a description of the strategy for resolving it that has the possibility of resulting in a Material Adverse Effect with respect to Seller, Guarantor or any Affiliate; (11) without limiting any of the other reporting obligations of Seller hereunder, Seller shall promptly notify Buyer of any Governmental Event relating to Seller, Guarantor, any Affiliate or any Underlying Repurchase Counterparty or update thereto, and shall include the particulars of each update with sufficient detail as is satisfactory to Buyer; and (12) any notice Seller receives from an Underlying Repurchase Counterparty in accordance with the terms of the Underlying Repurchase Documents relating to a material event, circumstance or condition affecting the Underlying Repurchase Counterparty or Servicer.

Notices of Certain Events. As soon as possible and in any event within [***] five (unless otherwise noted below5) Business Days of knowledge of a Responsible Officer of the Seller thereof, each Seller Party shall furnish to Administrative Agent Buyer notice of the following events: (1) a material and adverse change in the insurance coverage required of such Seller Party Seller, Servicer or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the Agenciesattached; (2) to the extent not prohibited by any Governmental Authority, any material dispute, litigation, investigation, proceeding or suspension between such Seller Party, Guarantor or Servicer, on the one hand, and any Governmental AuthorityAuthority or any Person; (3) any material change in accounting policies or financial reporting practices of Seller or GuarantorServicer; (4) within [***] of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice of the following events with respect to any Purchased Asset or Contributed AssetMortgage Loan, that the underlying Mortgaged Property or REO Property, as applicable, 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 value of such Purchased Mortgage Loan or Contributed AssetMortgaged Loan; (5) to the extent not prohibited any material issues raised upon examination of Seller or Seller’s facilities by any Governmental Authority, any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (6) reservedany material change in the Indebtedness of the Seller, including, without limitation, any default, renewal, non-renewal, termination, increase in available amount or decrease in available amount related thereto; (7) any default related to any Repurchase Asset or any lien or security interest (other than security interests created hereby or by the other Program Agreements) on, or claim asserted against, any of the Purchased Assets or Contributed Assets; andMortgage Loans; (8) any other event, circumstance or condition that has resulted, or has a reasonable likelihood possibility of resulting, in a Material Adverse Effect with respect to such Seller Party, Guarantor or Servicer; (9) the occurrence of any material employment dispute and a description of the strategy for resolving it that has the possibility of resulting in a Material Adverse Effect; and (10) without limiting any of the other reporting obligations of Seller hereunder, Seller shall promptly notify Buyer of any Governmental Event or update thereto, and shall include the particulars of each update with sufficient detail as is satisfactory to Buyer.

Notices of Certain Events. As soon Promptly but in no event later than five (5) Business Days (if such occurrence continues to exist as possible and in any event within [***] (unless otherwise noted belowof such fifth Business Day) of knowledge of after a Responsible Officer of the Seller thereofGeneral Partner learns of the receipt or occurrence of any of the following, each Seller Party shall the Borrower will furnish to the Administrative Agent notice a certificate of the following events: (1) a material and adverse change in the insurance coverage required of such Seller Party or any other Person pursuant to any Program AgreementBorrower, with a copy of evidence of same attached that is not otherwise required signed by the Agencies; (2) to the extent not prohibited by any Governmental Authority, any material dispute, litigation, investigation, proceeding or suspension between such Seller Party, Guarantor or Servicer, on the one hand, and any Governmental Authority; (3) any material change in accounting policies or financial reporting practices of Seller or Guarantor; (4) within [***] of knowledge of a Responsible Officer of Seller thereofthe General Partner on behalf of the Borrower, specifying (a) any official notice of any violation, possible violation, non-compliance or possible non-compliance, or claim made by any Governmental Authority pertaining to all or any part of the properties or assets of the Borrower or any of its Subsidiaries, in each Seller shall furnish case, which would reasonably be expected to have a Material Adverse Effect; (b) any event which constitutes a Default or Event of Default, together with a detailed statement specifying the nature thereof and the steps being taken to cure such Default or Event of Default; (c) the receipt of any notice from, or the taking of any other action by, the holder of any Material Indebtedness of any Credit Party with respect to a claimed default, together with a detailed statement specifying the notice given or other action taken by such holder and the nature of the claimed default and what action the Borrower is taking or proposes to take with respect thereto; (d) any event or condition not previously disclosed to the Administrative Agent which violates any Environmental Law and which would reasonably be expected to have a Material Adverse Effect; (e) any event or condition which has had a Material Adverse Effect; (f) any notice of the following events institution of, or any judgment rendered in, any action, suit or proceeding or any governmental investigation or any arbitration, before any Governmental Authority or arbitrator, against any Credit Party or any material property or asset of any thereof, in which the amount involved is material and is not covered by insurance (except for normal deductibles) and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; or (g) the occurrence of a “prohibited transaction,” as such term is defined in Section 406 of ERISA or Section 4975 of the Code, with respect to any Purchased Asset or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as Plan which would reasonably be expected to affect adversely the value of such Purchased Mortgage Loan or Contributed Asset; (5) to the extent not prohibited by any Governmental Authority, any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (6) reserved; (7) any default related to any Repurchase Asset or any lien or security interest (other than security interests created hereby or by the other Program Agreements) on, or claim asserted against, any of the Purchased Assets or Contributed Assets; and (8) any other event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting, in have a Material Adverse Effect Effect, which such notice shall specify the nature thereof, the Borrower’s proposed response thereto (and, if applicable, the proposed response thereto of any Subsidiary and of any ERISA Affiliate) and, where known, any action taken or proposed by the Internal Revenue Service, the Department of Labor or the PBGC with respect to such Seller Party, Guarantor or Servicerthereto.

Notices of Certain Events. As soon as possible The Borrowers and in any event within [***] (unless otherwise noted below) of knowledge of a Responsible Officer of the Seller thereof, each Seller Party shall Guarantors will furnish to the Administrative Agent Agent, the Issuing Bank, and each Lender prompt written notice of the following eventsfollowing: (1a) a material and adverse change in the insurance coverage required occurrence of such Seller Party or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the AgenciesDefault; (2b) to the extent not prohibited filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental AuthorityAuthority against or affecting the Domestic Borrower, Gatton, any material dispute, litigation, investigation, proceeding or suspension between such Seller Party, Guarantor or Servicer, on the one hand, and any Governmental Authority; (3) any material change in accounting policies or financial reporting practices of Seller or Guarantor; (4) within [***] of knowledge Affiliate of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice of Borrower (including the following events with respect to any Purchased Asset or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, 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 value of such Purchased Mortgage Loan or Contributed Asset; (5) to the extent not prohibited by any Governmental Authority, any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (6) reserved; (7) any default related to any Repurchase Asset SPV or any lien or security interest (other than security interests created hereby or by the other Program AgreementsSubsidiary Originator) onthat, or claim asserted againstif adversely determined, any of the Purchased Assets or Contributed Assets; and (8) any other event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting, could reasonably be expected to result in a Material Adverse Effect Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Domestic Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; (e) the formation or acquisition of any Material Subsidiary or any Paying Agency Company, or the acquisition of any material assets or business; (f) the incurrence by any Subsidiary which is not a Guarantor of Intercompany Debt totaling $5,000,000 or more in the aggregate, excluding the Securitization Transactions; (g) a Subsidiary, acquired or organized after the Effective Date under the laws of the United States or any State or other political subdivision thereof, achieving total assets with a fair market value (without deduction for any Liens) of $5,000,000 or more; (h) the occurrence of any "Potential Termination Event" or "Termination Event" under (and as defined in) any Securitization Document, whether or not resulting in a servicing transfer or the cessation of reinvestments by the Securitization Conduit; (i) receipt by the Domestic Borrower, the SPV or any other Subsidiary of any notice pursuant to Section 10.02 (a) of the Receivables Purchase Agreement, or any notice pertaining to any expiration or termination of any "Liquidity Agreement" or "Program Support Agreement", as those terms are defined in the Receivables Purchase Agreement; or (j) the giving of any notice under Section 8.1 of the Receivables Sale Agreement. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Domestic Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect to such Seller Party, Guarantor or Servicerthereto.

Notices of Certain Events. As soon as Promptly after SAI learns of the receipt or occurrence of any of the following, SAI will furnish to GS and, if applicable, to the Collateral Agent, a certificate of SAI, signed by an officer, specifying (1) any official notice of any violation, possible and in violation, non-compliance or possible non-compliance, or claim made by any Governmental Authority pertaining to all or any part of the properties or assets of SAI or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect; (2) any event within [***] which constitutes a Default or Event of Default, together with a detailed statement specifying the nature thereof and the steps being taken to cure such Default or Event of Default; (unless otherwise noted below3) the receipt of knowledge any notice from, or the taking of any other action by, the holder of any indebtedness in excess of $10,000,000 of SAI or any of its Subsidiaries with respect to a Responsible Officer claimed default, together with a detailed statement specifying the notice given or other action taken by such holder and the nature of the Seller thereofclaimed default and what action SAI is taking or proposes to take with respect thereto; (4) any circumstance, each Seller Party shall furnish event or condition not previously disclosed to Administrative Agent GS which could give rise to a liability or duty under any Environmental Law or which violates any Environmental Law and which could reasonably be expected to have a Material Adverse Effect; (5) any event or condition which could reasonably be expected to have a Material Adverse Effect; (6) any notice of the following events: (1) a institution of, or any material adverse development in, any action, suit or proceeding or any governmental investigation or any arbitration, before any court or arbitrator or any governmental or administrative body, agency or official, against SAI or any of its Subsidiaries or any material property or asset of any thereof, in which the amount involved is material and adverse change in the insurance coverage required of such Seller Party or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required covered by insurance or which, if adversely determined, would have a Material Adverse Effect; or (8) the Agencies; (2) to the extent not occurrence of an ERISA Event or a “prohibited by any Governmental Authority, any material dispute, litigation, investigation, proceeding transaction,” as such term is defined in Section 406 of ERISA or suspension between such Seller Party, Guarantor or Servicer, on the one hand, and any Governmental Authority; (3) any material change in accounting policies or financial reporting practices of Seller or Guarantor; (4) within [***] of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice Section 4975 of the following events Code, with respect to any Purchased Asset or Contributed AssetBenefit Plan has occurred, that which such notice shall specify the underlying Mortgaged Property or REO Propertynature thereof, as SAI’s proposed response thereto (and, if applicable, has been damaged by wastethe proposed response thereto of any Subsidiary of SAI and of any ERISA Affiliate) and, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as to affect adversely the value of such Purchased Mortgage Loan or Contributed Asset; (5) to the extent not prohibited by any Governmental Authoritywhere known, any material penaltiesaction taken or proposed by the Internal Revenue Service, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing Department of mortgage loans by, Labor or the issuer status of, Seller; (6) reserved; (7) any default related to any Repurchase Asset or any lien or security interest (other than security interests created hereby or by the other Program Agreements) on, or claim asserted against, any of the Purchased Assets or Contributed Assets; and (8) any other event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting, in a Material Adverse Effect Pension Benefit Guaranty Corporation with respect to such Seller Party, Guarantor or Servicerthereto.

Notices of Certain Events. As soon as possible Each Borrower will promptly (and in any event within [***] ten (unless otherwise noted below10) of knowledge of a Business Days after) notify Bank in writing if any Responsible Officer of the Seller thereof, each Seller Party shall furnish to Administrative Agent notice such Borrower obtains actual knowledge of any of the following eventsfollowing: (1) the occurrence of any Default or Event of Default, together with a material and adverse change in written statement of a Responsible Officer specifying the insurance coverage required nature of such Seller Party Default or any other Person pursuant Event of Default, the period of existence thereof and the action that such Borrower has taken and proposes to any Program Agreement, take with a copy of evidence of same attached that is not otherwise required by the Agenciesrespect thereto; (2) to the extent not prohibited institution or threatened institution of any action, suit, investigation or proceeding against or affecting any Borrower, including any such investigation or proceeding by any Governmental AuthorityAuthority (other than routine periodic inquiries, investigations or reviews), which if adversely determined, and after taking into account any material disputeapplicable insurance coverage, litigationwould be reasonably likely, investigationindividually or in the aggregate, proceeding or suspension between such Seller Party, Guarantor or Servicer, on the one handto have a Material Adverse Effect, and any Governmental Authoritymaterial development in any litigation or other proceeding previously reported pursuant to this paragraph; (3) the receipt by any material change Borrower from any Governmental Authority of (i) any notice asserting any failure by any Borrower to be in accounting policies compliance with applicable Laws or financial reporting practices that threatens the taking of Seller any action against any Borrower or Guarantorsets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or (ii) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of any Borrower, where such action would be reasonably likely to have a Material Adverse Effect; (4) within [***] the occurrence of knowledge any ERISA Event, together with (i) a written statement of a Responsible Officer specifying the details of Seller thereofsuch ERISA Event and the action that such Borrower has taken and proposes to take with respect thereto, each Seller shall furnish to Administrative Agent (ii) a copy of any notice of the following events with respect to such ERISA Event that may be required to be filed with the PBGC, and (iii) a copy of any Purchased Asset notice delivered by the PBGC to such Borrower or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as such ERISA Affiliate with respect to affect adversely the value of such Purchased Mortgage Loan or Contributed AssetERISA Event; (5) to the extent not prohibited by occurrence of any Governmental Authoritymaterial default under, or any threatened termination or cancellation received in writing of, any Material Contract, where such material penaltiesdefault, sanctions termination or charges levied, or threatened cancellation of which would be reasonably likely to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Sellerhave a Material Adverse Effect; (6) reserved;the occurrence of any of the following: (i) the assertion of any claim of any violation of Environmental Laws against or affecting any Borrower or any of the Real Property; (ii) the receipt by any Borrower of notice from any Governmental Authority of any alleged violation of or noncompliance with any Environmental Laws; or (iii) the taking of any remedial action by any Borrower or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any of the Real Property; but in each case under clauses (i), (ii) and (iii) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect; and (7) any default related to any Repurchase Asset other matter or any lien or security interest (other than security interests created hereby or by the other Program Agreements) onevent that has, or claim asserted againstwould be reasonably likely to have, any of the Purchased Assets or Contributed Assets; and (8) any other event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting, in a Material Adverse Effect Effect, together with a written statement of a Responsible Officer setting forth the nature and period of existence thereof and the actions that such Borrower has taken and proposes to take with respect to such Seller Party, Guarantor or Servicerthereto.

Notices of Certain Events. As soon as possible Borrower will promptly (and in any event within [***] ten (unless otherwise noted below10) of knowledge of a Business Days after) notify Bank in writing if any Responsible Officer of the Seller thereof, each Seller Party shall furnish to Administrative Agent notice Borrower obtains actual knowledge of any of the following eventsfollowing: (1) the occurrence of any Default or Event of Default, together with a material written statement of a Responsible Officer specifying the nature of such Default or Event of Default, the period of existence thereof and adverse change the action that Borrower has taken and proposes to take with respect thereto; (2) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting Borrower Party, including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), which if adversely determined, and after taking into account any applicable insurance coverage, would be reasonably likely, individually or in the insurance coverage required aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to this paragraph; (3) the receipt by Borrower Party from any Governmental Authority of (i) any notice asserting any failure by Borrower Party to be in compliance with applicable Laws or that threatens the taking of any action against Borrower Party or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or (ii) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of Borrower Party, where such action would be reasonably likely to have a Material Adverse Effect; (4) the occurrence of any ERISA Event, together with (i) a written statement of a Responsible Officer specifying the details of such Seller ERISA Event and the action that Borrower Party has taken and proposes to take with respect thereto, (ii) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC, and (iii) a copy of any notice delivered by the PBGC to Borrower Party or such ERISA Affiliate with respect to such ERISA Event; (5) the occurrence of any material default under, or any proposed or overtly threatened termination or cancellation of, any Material Contract, where such material default, termination or cancellation of which would be reasonably likely to have a Material Adverse Effect; (6) the occurrence of any of the following: (i) the assertion of any claim of any violation of Environmental Laws against or affecting Borrower Party or any of the Real Property; (ii) the receipt by Borrower Party of notice of any alleged violation of or noncompliance with any Environmental Laws; or (iii) the taking of any remedial action by Borrower Party or any other Person pursuant in response to the actual or alleged generation, storage, release, disposal or discharge of any Program AgreementHazardous Substances on, with a copy to, upon or from any of evidence of same attached that is not otherwise required by the Agencies; Real Property; but in each case under clauses (2i), (ii) and (iii) above, only to the extent not prohibited by any Governmental Authority, any material dispute, litigation, investigation, proceeding or suspension between such Seller Party, Guarantor or Servicer, on the one hand, and any Governmental Authority; (3) any material change in accounting policies or financial reporting practices of Seller or Guarantor; (4) within [***] of knowledge of same would be reasonably likely to have a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice of the following events with respect to any Purchased Asset or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, 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 value of such Purchased Mortgage Loan or Contributed Asset; (5) to the extent not prohibited by any Governmental Authority, any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (6) reserved;Material Adverse Effect; and (7) any default related to any Repurchase Asset other matter or any lien or security interest (other than security interests created hereby or by the other Program Agreements) onevent that has, or claim asserted againstwould be reasonably likely to have, any of the Purchased Assets or Contributed Assets; and (8) any other event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting, in a Material Adverse Effect Effect, together with a written statement of a Responsible Officer setting forth the nature and period of existence thereof and the actions that Borrower Party has taken and proposes to take with respect to such Seller Party, Guarantor or Servicerthereto.

Notices of Certain Events. As soon as possible and in any event within [***] (unless otherwise noted below) of knowledge of a Responsible Officer of the Seller thereof, each Seller Party shall The Borrower will furnish to Administrative each Agent and each Lender prompt written notice of the following eventsfollowing: (1a) a material and the occurrence of any Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including any HMO Regulator or Insurance Regulator) against or affecting any Obligor or any of its Subsidiaries, or any adverse change in the insurance coverage required status of such Seller Party the matters disclosed in Schedule 4.06(a) that, individually or any other Person pursuant to any Program Agreementin the aggregate, with has had, or has materially increased the likelihood of, a copy of evidence of same attached that is not otherwise required by the AgenciesMaterial Adverse Effect; (2c) the occurrence of any ERISA Event; (d) the assertion of any Environmental Liability by any Person against, or with respect to the extent not prohibited activities of, the Borrower or any of its Subsidiaries and any alleged violation of or non-compliance in any material respect with any Environmental Laws or any permits, licenses or authorizations; Credit Agreement (e) receipt by the Borrower, any Material HMO Subsidiary or any Material Insurance Subsidiary of any notice of loss of licensure, loss of participation under any reimbursement program or loss of applicable health care license or certificate of authority, or loss of any permit, authorization, accreditation, or qualification or any notice relating to the threatened loss of any of the foregoing, from any Governmental Authority, HMO Regulator or Insurance Regulator; (f) receipt by the Borrower, any Material HMO Subsidiary or any Material Insurance Subsidiary of any other material deficiency notices, compliance orders or adverse reports issued by any Governmental Authority, HMO Regulator, Insurance Regulator or private insurance company pursuant to a provider agreement that, if not promptly complied with or cured, would reasonably be expected to result in the suspension or forfeiture of any material disputelicense, litigation, investigation, proceeding certification or suspension between licensure necessary for such Seller Party, Guarantor Material HMO Subsidiary or Servicer, Material Insurance Subsidiary to carry on its business as then conducted or the one hand, and termination of any Governmental Authorityinsurance or reimbursement program available to any Material HMO Subsidiary or any Material Insurance Subsidiary; (3g) receipt by the Borrower, any material change in accounting policies Material HMO Subsidiary or financial reporting practices any Material Insurance Subsidiary of Seller or Guarantor; (4) within [***] of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice of the following events with respect to any Purchased Asset or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, 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 value of such Purchased Mortgage Loan or Contributed Asset; (5) to the extent not prohibited by correspondence from any Governmental Authority, HMO Regulator or Insurance Regulator that asserts that the Borrower, any Material HMO Subsidiary or any Material Insurance Subsidiary is not in substantial compliance with any HMO Regulation or Insurance Regulation or that threatens the taking of any material penalties, sanctions or charges levied, or threatened to be levied, action against Sellerthe Borrower, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (6) reserved; (7) any default related to any Repurchase Asset Material HMO Subsidiary or any lien Material Insurance Subsidiary under any HMO Regulation or security interest (other than security interests created hereby or by the other Program Agreements) on, or claim asserted against, any of the Purchased Assets or Contributed AssetsInsurance Regulation; and (8) h) any other event, circumstance event or condition development that has resultedhad, or has a reasonable likelihood of resultingwould reasonably be expected to have, in a Material Adverse Effect Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect to such Seller Party, Guarantor or Servicerthereto.

Notices of Certain Events. As soon as possible and in any event within [***] (unless otherwise noted below) of knowledge of a Responsible Officer of the Seller thereof, each Seller Party shall The Borrower will furnish to Administrative each Agent and each Lender prompt written notice of the following eventsfollowing: (1a) a material and the occurrence of any Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including any HMO Regulator or Insurance Regulator) against or affecting any Obligor or any of its Subsidiaries, or any adverse change in the insurance coverage required status of such Seller Party the matters disclosed in Schedule 4.06(a) that, individually or any other Person pursuant in the aggregate, could reasonably be expected to any Program Agreement, with have a copy of evidence of same attached that is not otherwise required by the AgenciesMaterial Adverse Effect; (2c) the occurrence of any ERISA Event that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (d) the assertion of any Environmental Liability by any Person against, or with respect to the extent not prohibited activities of, the Borrower or any of its Subsidiaries and any alleged violation of or non-compliance in any material respect with any Environmental Laws or any permits, licenses or authorizations that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (e) receipt by the Borrower, any Material HMO Subsidiary or any Material Insurance Subsidiary of any notice of loss of licensure, loss of participation under any reimbursement program or loss of applicable health care license or certificate of authority, or loss of any permit, authorization, accreditation, or qualification or any notice relating to the threatened loss of any of the foregoing, from any Governmental Authority, HMO Regulator or Insurance Regulator that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (f) receipt by the Borrower, any Material HMO Subsidiary or any Material Insurance Subsidiary of any other material deficiency notices, compliance orders or adverse reports issued by any Governmental Authority, HMO Regulator, Insurance Regulator or private insurance company pursuant to a provider agreement that, if not promptly complied with or cured, would reasonably be expected to result in the suspension or forfeiture of any material disputelicense, litigationcertification or licensure necessary for such Material HMO Subsidiary or Material Insurance Subsidiary to carry on its business as then conducted or the termination of any insurance or reimbursement program available to any Material HMO Subsidiary or any Material Insurance Subsidiary and that, investigationindividually or in the aggregate, proceeding or suspension between such Seller Party, Guarantor or Servicer, on the one hand, and any Governmental Authoritycould reasonably be expected to have a Material Adverse Effect; (3g) receipt by the Borrower, any material change in accounting policies Material HMO Subsidiary or financial reporting practices any Material Insurance Subsidiary of Seller or Guarantor; (4) within [***] of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice of the following events with respect to any Purchased Asset or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, 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 value of such Purchased Mortgage Loan or Contributed Asset; (5) to the extent not prohibited by correspondence from any Governmental Authority, HMO Regulator or Insurance Regulator that asserts that the Borrower, any Material HMO Subsidiary or any Material Insurance Subsidiary is not in substantial compliance with any HMO Regulation or Insurance Regulation or that threatens the taking of any material penalties, sanctions or charges levied, or threatened to be levied, action against Sellerthe Borrower, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (6) reserved; (7) any default related to any Repurchase Asset Material HMO Subsidiary or any lien Material Insurance Subsidiary under any HMO Regulation or security interest (other than security interests created hereby any Insurance Regulation that, individually or by in the other Program Agreements) onaggregate, or claim asserted against, any of the Purchased Assets or Contributed Assetscould reasonably be expected to have a Material Adverse Effect; and (8) h) any other event, circumstance event or condition development that has resultedhad, or has a reasonable likelihood of resultingwould reasonably be expected to have, in a Material Adverse Effect Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect to such Seller Party, Guarantor or Servicerthereto.

Notices of Certain Events. As soon as possible and in any event within [***] five (unless otherwise noted below5) Business Days of knowledge of a Responsible Officer of the Seller thereof, each Seller Party Sellers shall furnish to Administrative Agent Buyer notice of the following events: (1) a material and adverse change in the insurance coverage required of such any Seller Party Party, Servicer, Property Manager or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the Agenciesattached; (2) to the extent not prohibited by any Governmental Authority, any material dispute, litigation, investigation, proceeding or suspension between such a Seller Party, Guarantor or Servicer, on the one hand, and any Governmental AuthorityAuthority or any Person; (3) any material change in accounting policies or financial reporting practices of a Seller or GuarantorServicer; (4) within [***] of knowledge of a Responsible Officer of Seller thereofthat the underlying Mortgaged Property, each Seller shall furnish to Administrative Agent notice of the following events with respect to any Purchased Mortgage Loan or any Contributed Asset or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, 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 value of such Purchased Mortgage Loan Loan, Rental Property or Contributed AssetREO Property; (5) to the extent not prohibited any material issues raised upon examination of a Seller or such Seller’s facilities by any Governmental Authority, any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (6) reservedany material change in the Indebtedness of a Seller, including, without limitation, any default, renewal, non-renewal, termination, increase in available amount or decrease in available amount related thereto; (7) any default related to any Repurchase Asset Asset, including without limitation any default under any Underlying Repurchase Documents, or any lien or security interest (other than security interests created hereby or by the other Program Agreements) on, or claim asserted against, any of the Purchased Assets or Contributed Assets; andany Repurchase Asset; (8) any Underlying Repurchase Counterparty for any reason ceases to possess all applicable Agency approvals, or an event has occurred or Underlying Repurchase Counterparty has a reason to believe or suspect that an event will occur prior to the issuance of the Agency Security or the consummation of the Take-Out Commitment, that will require notification to an Agency or HUD, FHA or VA; (9) any other event, circumstance or condition that has resulted, or has a reasonable likelihood possibility of resulting, in a Material Adverse Effect with respect to such a Seller Party, Guarantor or Servicer; (10) the occurrence of any material employment dispute and a description of the strategy for resolving it that has the possibility of resulting in a Material Adverse Effect; (11) without limiting any of the other reporting obligations of Sellers hereunder, Sellers shall promptly notify Buyer of any Governmental Event or update thereto, and shall include the particulars of each update with sufficient detail as is satisfactory to Buyer; (12) any notice a Seller receives from an Underlying Repurchase Counterparty in accordance with the terms of the Underlying Repurchase Documents relating to a material event, circumstance or condition affecting the Servicer; and (13) with respect to the sample testing required pursuant to Section 00.xx hereof, if any such tested Rental Property in any one Property Level Reporting Period fails to meet the requirements set forth in Section 14bb.(i)-(iii), and such failure is not cured within sixty (60) days.

Notices of Certain Events. As soon as possible and in any event within [***] (unless otherwise noted below) of knowledge of a Responsible Officer of the Seller thereof, each Seller Party shall furnish to Administrative Agent notice of the following events: (1i) a material and adverse change in the insurance coverage required of such Seller Party or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the Agencies; (2ii) to the extent not prohibited by any Governmental Authority, any material dispute, litigation, investigation, proceeding or suspension between such Seller Party, Guarantor or Servicer, on the one hand, and any Governmental Authority; (3iii) any material change in accounting policies or financial reporting practices of Seller or Guarantor; (4iv) within [***] of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice of the following events with respect to any Purchased Asset or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, 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 value of such Purchased Mortgage Loan or Contributed Asset; (5v) to the extent not prohibited by any Governmental Authority, any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (6vi) reserved; (7vii) any default related to any Repurchase Asset or any lien or security interest (other than security interests created hereby or by the other Program Agreements) on, or claim asserted against, any of the Purchased Assets or Contributed Assets; and (8) viii) any other event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting, in a Material Adverse Effect with respect to such Seller Party, Guarantor or Servicer

Notices of Certain Events. As soon as possible and in any event within [***] (unless otherwise noted below) of Deliver to the Lender, immediately upon the Responsible Officer's having knowledge of a Responsible Officer the occurrence of the Seller thereof, each Seller Party shall furnish to Administrative Agent notice of the following events: (1) a material and adverse change in the insurance coverage required of such Seller Party or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the Agencies; (2) to the extent not prohibited by any Governmental Authority, any material dispute, litigation, investigation, proceeding or suspension between such Seller Party, Guarantor or Servicer, on the one hand, and any Governmental Authority; (3) any material change in accounting policies or financial reporting practices of Seller or Guarantor; (4) within [***] of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice of the following events or circumstances, a written statement with respect thereto, signed by the Responsible Officer and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Purchased Asset Default or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, 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 value Event of such Purchased Mortgage Loan or Contributed AssetDefault; (5b) any Default or Event of Default under any material contractual obligation of Borrower or any material Litigation, affecting Borrower before any Governmental Authority or Tribunal; (c) any Litigation involving Borrower as defendant or in which any Property of Borrower is subject to a claim (i) in which the amount involved is $10,000 or more and which is not covered by insurance, (ii) in which, together with any other outstanding litigation or proceeding (whether or not previously disclosed hereunder), the aggregate amount involved in all such litigation is $10,000 or more and which is not covered by insurance, or (iii) in which injunctive or similar relief is sought which affects a Property having a fair market value (net to the extent not prohibited Borrower's interest therein) of more than $10,000 or could reasonably be expected to result in an expenditure by Borrower of more than $10,000; (d) any existing or asserted Lien on any of the Properties of Borrower, personal or real, tangible or intangible, including without limitation the Mortgaged Properties, excluding Permitted Liens; (e) the receipt by Borrower of any Environmental Complaint or any formal request from any Governmental Authority or other Person for information (other than requirements for compliance reports) regarding any Release of Hazardous Substances by Borrower from, affecting or related to any Property of Borrower or adjacent to any Property of the Borrower which Environmental Complaint or request could reasonably be expected to have a Material Adverse Effect; (f) any actual, proposed or threatened testing or other investigation by any Governmental AuthorityAuthority or other Person concerning the environmental condition of, or relating to, any material penaltiesProperty of the Borrower or adjacent to any Property of Borrower following any allegation of a violation of any Environmental Law which testing or investigation could reasonably be expected to have a Material Adverse Effect; (g) any Release of Hazardous Substances by Borrower from, sanctions affecting or charges leviedrelated to any Property of Borrower or adjacent to any Property of Borrower except in accordance with applicable Environmental Law or the terms of a valid permit, license, certificate or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating of the origination or servicing of mortgage loans byrelevant Governmental Authority, or the issuer status of, Seller; (6) reserved; (7) violation of any default related to any Repurchase Asset or any lien or security interest (other than security interests created hereby or by the other Program Agreements) onEnvironmental Law, or claim asserted againstthe revocation, suspension or forfeiture of or failure to renew, any of the Purchased Assets permit, license, registration, approval or Contributed Assetsauthorization, which Release, violation, revocation, suspension, forfeiture or failure could reasonably be expected to have a Material Adverse Effect; and (8) h) any other eventchange in Borrower's accounting practices and procedures, circumstance or condition that has resulted, or has including a reasonable likelihood of resulting, change in a its fiscal year; and (i) any Material Adverse Effect with respect to such Seller Party, Guarantor or ServicerEffect.

Notices of Certain Events. As soon as possible Each Borrower will promptly (and in any event within [***] ten (unless otherwise noted below10) of knowledge of a Business Days after) notify Bank in writing if any Responsible Officer of the Seller thereof, each Seller Party shall furnish to Administrative Agent notice such Borrower obtains actual Knowledge of any of the following eventsfollowing: (1) the occurrence of any Default or Event of Default, together with a material and adverse change in written statement of a Responsible Officer specifying the insurance coverage required nature of such Seller Party Default or any other Person pursuant Event of Default, the period of existence thereof and the action that such Borrower has taken and proposes to any Program Agreement, take with a copy of evidence of same attached that is not otherwise required by the Agenciesrespect thereto; (2) to the extent not prohibited institution or threatened institution of any action, suit, investigation or proceeding against or affecting any Borrower, including any such investigation or proceeding by any Governmental AuthorityAuthority (other than routine periodic inquiries, investigations or reviews), which if adversely determined, and after taking into account any material disputeapplicable insurance coverage, litigationwould be reasonably likely, investigationindividually or in the aggregate, proceeding or suspension between such Seller Party, Guarantor or Servicer, on the one handto have a Material Adverse Effect, and any Governmental Authoritymaterial development in any litigation or other proceeding previously reported pursuant to this paragraph; (3) the receipt by any material change Borrower from any Governmental Authority of (i) any notice asserting any failure by any Borrower to be in accounting policies compliance with applicable Laws or financial reporting practices that threatens the taking of Seller any action against any Borrower or Guarantorsets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or (ii) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of any Borrower, where such action would be reasonably likely to have a Material Adverse Effect; (4) within [***] the occurrence of knowledge any ERISA Event, together with (i) a written statement of a Responsible Officer specifying the details of Seller thereofsuch ERISA Event and the action that such Borrower has taken and proposes to take with respect thereto, each Seller shall furnish to Administrative Agent (ii) a copy of any notice of the following events with respect to such ERISA Event that may be required to be filed with the PBGC, and (iii) a copy of any Purchased Asset notice delivered by the PBGC to such Borrower or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as such ERISA Affiliate with respect to affect adversely the value of such Purchased Mortgage Loan or Contributed AssetERISA Event; (5) to the extent not prohibited by occurrence of any Governmental Authoritymaterial default under, or any threatened termination or cancellation received in writing of, any Material Contract, where such material penaltiesdefault, sanctions termination or charges levied, or threatened cancellation of which would be reasonably likely to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Sellerhave a Material Adverse Effect; (6) reserved;the occurrence of any of the following: (i) the assertion of any claim of any violation of Environmental Laws against or affecting any Borrower or any of the Real Property; (ii) the receipt by any Borrower of notice from any Governmental Authority of any alleged violation of or noncompliance with any Environmental Laws; or (iii) the taking of any remedial action by any Borrower or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any of the Real Property; but in each case under clauses (i), (ii) and (iii) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect; and (7) any default related to any Repurchase Asset other matter or any lien or security interest (other than security interests created hereby or by the other Program Agreements) onevent that has, or claim asserted againstwould be reasonably likely to have, any of the Purchased Assets or Contributed Assets; and (8) any other event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting, in a Material Adverse Effect Effect, together with a written statement of a Responsible Officer setting forth the nature and period of existence thereof and the actions that such Borrower has taken and proposes to take with respect to such Seller Party, Guarantor or Servicerthereto.

Notices of Certain Events. As soon as possible (a) The Company and in any event within [***] (unless otherwise noted below) of knowledge of a Responsible Officer of the Seller thereof, each Seller Party Principal Stockholder shall furnish to Administrative Agent notice of the following eventspromptly notify Parent of: (1i) a material and adverse change in any notice or other communication from any Person alleging that the insurance coverage required consent of such Seller Party Person is or any other Person pursuant to any Program Agreement, may be required in connection with a copy of evidence of same attached that is not otherwise required by the AgenciesTransactions; (2ii) to any notice or other material communication from any governmental or regulatory agency or authority in connection with the extent not prohibited by any Governmental Authority, any material dispute, litigation, investigation, proceeding or suspension between such Seller Party, Guarantor or Servicer, on the one hand, and any Governmental AuthorityTransactions; (3iii) any material change in accounting policies actions, suits, claims, investigations or financial reporting practices proceedings commenced or, to the knowledge of Seller the Company or Guarantor;such Principal Stockholder, threatened against, relating to or involving or otherwise affecting any Principal Stockholder, the Company or any Subsidiary which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.10 or which relate to the consummation of the Transactions; and (4iv) within [***] of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish solely with respect to Administrative Agent notice of the following events Company and not with respect to any Purchased Asset Principal Stockholder, any time at which the EBITDA Target equals or Contributed Asset, exceeds the EBITDA by $100,000 or more for any EBITDA Monthly Measurement Period. (b) Parent shall promptly notify the Company and the Stockholders’ Representative of: (i) any notice or other communication from any Person alleging that the underlying Mortgaged Property or REO Property, as applicable, 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 value consent of such Purchased Mortgage Loan Person is or Contributed Assetmay be required in connection with the Transactions; (5ii) to any notice or other material communication from any governmental or regulatory agency or authority in connection with the extent not prohibited by any Governmental Authority, any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, SellerTransactions; (6) reserved; (7iii) any default related actions, suits, claims, investigations or proceedings commenced or, to any Repurchase Asset or any lien or security interest (other than security interests created hereby or by the other Program Agreements) onknowledge of Parent, or claim asserted threatened against, relating to or involving or otherwise affecting Parent or any of the Purchased Assets Parent Subsidiaries which, if pending during the quarterly period covered by the most recent Quarterly Report on Form 10-Q that is a Parent Current SEC Report, would have been required to have been disclosed pursuant to the Parent Current SEC Reports or Contributed Assetswhich relate to the consummation of the Transactions; and (8) iv) (A) any other eventcontemplated transaction with third parties involving the acquisition or sale of all or substantially all of the assets of Parent or the Parent Subsidiaries and (B) any contemplated transaction with a third party involving the acquisition or sale of all or substantially all of the assets of such third party to Parent or the Parent Subsidiaries, circumstance whether structured as a merger, consolidation or condition that has resultedotherwise, or has provided the Company and the Stockholders’ Representative execute a reasonable likelihood of resulting, confidentiality agreement in a Material Adverse Effect with respect form reasonably acceptable to such Seller Party, Guarantor or ServicerParent.

Notices of Certain Events. As soon as possible and in any event within [***] five (unless otherwise noted below5) Business Days of knowledge of a Responsible Officer of the Seller thereof, each Seller Party shall furnish to Administrative Agent Buyer notice of the following events: (1) a material and adverse change in the insurance coverage required of such Seller Party Seller, Servicer or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the Agenciesattached; (2) to the extent not prohibited by any Governmental Authority, any material dispute, litigation, investigation, proceeding or suspension between such Seller Party, Guarantor or Servicer, on the one hand, and any Governmental AuthorityAuthority or any Person; (3) any material change in accounting policies or financial reporting practices of Seller or GuarantorServicer; (4) within [***] of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice of the following events with respect to any Purchased Asset or Contributed AssetMortgage Loan, that the underlying Mortgaged Property or REO Property, as applicable, 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 value of such Purchased Mortgage Loan or Contributed AssetMortgaged Loan; (5) to the extent not prohibited any material issues raised upon examination of Seller or Seller’s facilities by any Governmental Authority, any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (6) reservedany material change in the Indebtedness of the Seller, including, without limitation, any default, renewal, non-renewal, termination, increase in available amount or decrease in available amount related thereto; (7) any default related to any Repurchase Asset Asset, including without limitation any default under any Underlying Repurchase Documents, or any lien or security interest (other than security interests created hereby or by the other Program Agreements) on, or claim asserted against, any of the Purchased Assets or Contributed Assets; andMortgage Loans; (8) any Underlying Repurchase Counterparty for any reason ceases to possess all applicable Agency approvals, or an event has occurred or Underlying Repurchase Counterparty has a reason to believe or suspect that an event will occur prior to the issuance of the Agency Security or the consummation of the Take-Out Commitment, that will require notification to an Agency or the Department of Housing and Urban Development, FHA or VA; (9) any other event, circumstance or condition that has resulted, or has a reasonable likelihood possibility of resulting, in a Material Adverse Effect with respect to such Seller Party, Guarantor or Servicer; (10) the occurrence of any material employment dispute and a description of the strategy for resolving it that has the possibility of resulting in a Material Adverse Effect; (11) without limiting any of the other reporting obligations of Seller hereunder, Seller shall promptly notify Buyer of any Governmental Event or update thereto, and shall include the particulars of each update with sufficient detail as is satisfactory to Buyer; and (12) any notice Seller receives from an Underlying Repurchase Counterparty in accordance with the terms of the Underlying Repurchase Documents relating to a material event, circumstance or condition affecting the Servicer.

Notices of Certain Events. As soon as possible and in any event within [***] five (unless otherwise noted below5) Business Days of knowledge of a Responsible Officer of the Seller thereof, each Seller Party shall furnish to Administrative Agent notice of the following events: (1) a material and adverse change in the insurance coverage required of such Seller Party Seller, Servicer or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the Agenciesattached; (2) to the extent not prohibited by any Governmental Authority, any material dispute, litigation, investigation, proceeding or suspension and any material and adverse dispute, litigation or investigation, in each case, between such Seller Party, Guarantor or Servicer, on the one hand, and any Governmental AuthorityAuthority or any Person; (3) any material change in accounting policies or financial reporting practices of Seller or GuarantorServicer; (4) within [***] of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice of the following events with respect to any Purchased Asset or Contributed AssetMortgage Loan, that the underlying Mortgaged Property or REO Property, as applicable, has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as to affect materially and adversely the value of such Purchased Mortgage Loan or Contributed AssetLoan; (5) to the extent not prohibited any material issues raised upon examination of Seller or Seller’s facilities, operations, servicing, origination or correspondent activities by any Governmental Authority, any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (6) reservedany material change in the Indebtedness of the Seller, including, without limitation, any default, renewal, non-renewal, termination and any Indebtedness relating to any mortgage servicing rights or corporate servicing advances; (7) any material change to the Underwriting Guidelines, with a complete copy of the amended or modified Underwriting Guidelines; (8) any default related to any Repurchase Asset or any lien or security interest (other than security interests created hereby or by the other Program Agreements) on, or claim asserted against, any of the Purchased Assets or Contributed Assets; andMortgage Loans; (8) 9) any other event, circumstance or condition that has resulted, or has a reasonable likelihood possibility of resulting, in a Material Adverse Effect with respect to such Seller Party, Guarantor or Servicer; and (10) the occurrence of any material employment dispute and a description of the strategy for resolving it that has the possibility of resulting in a Material Adverse Effect.

Notices of Certain Events. As soon as possible and in any event within [***] (unless otherwise noted below) of Deliver to the Noteholder Agent, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Seller thereof, each Seller Party shall furnish Borrower or Xxxxxxxx-Delaware and setting forth the relevant event or circumstance and the steps being taken with respect to Administrative Agent notice of the following eventssuch event or circumstance: (1a) a material and adverse change in the insurance coverage required any Default or Event of such Seller Party or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the AgenciesDefault; (2b) to any default or event of default under any contractual obligation of the extent not prohibited by Borrower or Xxxxxxxx-Delaware, or any Governmental Authority, any material dispute, litigation, investigation, or proceeding between the Borrower or suspension between such Seller Party, Guarantor or Servicer, on the one hand, Xxxxxxxx-Delaware and any Governmental AuthorityAuthority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (3c) any material change litigation or proceeding involving the Borrower or Xxxxxxxx-Delaware as a defendant or in accounting policies which any Property of the Borrower or financial reporting practices of Seller Xxxxxxxx-Delaware is subject to a claim and in which the amount involved is $500,000 or Guarantormore and which is not covered by insurance or in which injunctive or similar relief is sought; (4d) within [***] the receipt by the Borrower or Xxxxxxxx-Delaware of knowledge any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or Xxxxxxxx-Delaware, or adjacent to any Property of the Borrower or Xxxxxxxx-Delaware following any allegation of a Responsible Officer violation of Seller thereofany Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or Xxxxxxxx-Delaware from, each Seller shall furnish affecting, or related to Administrative Agent notice any Property of the following events Borrower or Xxxxxxxx-Delaware, or adjacent to any Property of the Borrower or Xxxxxxxx-Delaware, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) any Reportable Event or imminently expected Reportable Event with respect to any Purchased Asset or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualtyPlan; any withdrawal from, or otherwise damaged so as the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to affect adversely the value of such Purchased Mortgage Loan withdrawal from, or Contributed Assetthe termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto; (5h) the change in identity or address of any Person remitting to the extent not prohibited by Borrower proceeds from the sale of hydrocarbon production from or attributable to any Governmental Authority, any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, SellerMortgaged Property; (6i) reservedany change in the senior management of the Borrower or Xxxxxxxx-Delaware; (7j) the Borrower's or Xxxxxxxx-Delaware's acquisition or ownership of any default related to any Repurchase Asset estate (fee simple or any lien leasehold) of real or security interest (other than security interests created hereby or by personal Property, wherever located, which is not included in the other Program Agreements) on, or claim asserted against, any of the Purchased Assets or Contributed AssetsCollateral; and (8) k) any other event, circumstance event or condition that has resulted, or has a reasonable likelihood of resulting, in which could reasonably be expected to have a Material Adverse Effect with respect to such Seller Party, Guarantor or ServicerEffect.

Notices of Certain Events. As soon as possible and in any event within [***] (unless otherwise noted below) of Deliver to the Administrative Agent, immediately upon the Borrower’s presiding CEO, having knowledge of a Responsible Officer the occurrence of the Seller thereof, each Seller Party shall furnish to Administrative Agent notice of the following events: (1) a material and adverse change in the insurance coverage required of such Seller Party or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the Agencies; (2) to the extent not prohibited by any Governmental Authority, any material dispute, litigation, investigation, proceeding or suspension between such Seller Party, Guarantor or Servicer, on the one hand, and any Governmental Authority; (3) any material change in accounting policies or financial reporting practices of Seller or Guarantor; (4) within [***] of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice of the following events or circumstances, a written statement with respect to any Purchased Asset or Contributed Assetthereto, that the underlying Mortgaged Property or REO Property, as applicable, 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 value of such Purchased Mortgage Loan or Contributed Asset; (5) to the extent not prohibited by any Governmental Authority, any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (6) reserved; (7) any default related to any Repurchase Asset or any lien or security interest (other than security interests created hereby or signed by the other Program Agreements) on, CEO and setting forth the relevant event or claim asserted against, any of circumstance and the Purchased Assets or Contributed Assets; and (8) any other event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting, in a Material Adverse Effect steps being taken with respect to such Seller Partyevent or circumstance: a) Any declaration or payment of any dividend or other distribution of cash, Guarantor securities, or Servicerother assets prior to the Borrower fully satisfying its obligations under this Agreement and the other Loan Documents; b) Any material changes in the nature of the Borrower’s business; c) Any Default or Event of Default; d) Any default or event of default under any material contractual obligation of the Borrower, or any material Litigation affecting the Borrower before any Governmental Authority or Tribunal; e) Any Litigation involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim (i) in which the amount involved is $100,000 or more and which is not covered by insurance, (ii) in which, together with any other outstanding litigation or proceeding (whether or not previously disclosed hereunder), the aggregate amount involved in all such litigation is $100,000 or more and which is not covered by insurance, or (iii) in which injunctive or similar relief is sought which affects a Property having a fair market value (net to the Borrower’s interest therein) of more than $100,000 or could reasonably be expected to result in an expenditure by the Borrower of more than $100,000.00; f) Any existing or asserted Lien on any of the properties of the Borrower, personal or real, tangible or intangible, including, without limitation, the Collateral, excluding the Mutual of Omaha Bank’s Security Interest and Permitted Liens; g) The receipt by the Borrower of any Environmental Complaint or any formal request from any Governmental Authority or other Person for information (other than requirements for compliance reports) regarding any Release of Hazardous Substances by the Borrower from, affecting or related to any Property of the Borrower or adjacent to any Property of the Borrower which Environmental Complaint or request could reasonably be expected to have a Material Adverse Effect; h) Any actual, proposed or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Environmental Law which testing or investigation could reasonably be expected to have a Material Adverse Effect; i) Any Release of Hazardous Substances by the Borrower from, affecting or related to any Property of the Borrower or adjacent to any Property of the Borrower or Mortgagors except in accordance with applicable Environmental Law or the terms of a valid permit, license, certificate or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension or forfeiture of or failure to renew, any permit, license, registration, approval or authorization, which release, violation, revocation, suspension, forfeiture or failure could reasonably be expected to have a Material Adverse Effect; and j) Any change in the Borrower’s accounting practices and procedures, including a change in the Borrower’s fiscal year; k) Any other event or condition that could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. As soon as possible and in Deliver to the Agent, to the extent not previously delivered by any event within [***] (unless otherwise noted below) Borrower, promptly upon having knowledge thereof, a written statement with respect to the occurrence of knowledge any of the following events or circumstances, signed by a Responsible Officer of the Seller thereof, each Seller Party shall furnish Guarantor and setting forth the relevant event or circumstance and the steps being taken by the Guarantor or any Subsidiary with respect to Administrative Agent notice of the following eventssuch event or circumstance: (1a) a material and adverse change in the insurance coverage required any Default or Event of such Seller Party or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the AgenciesDefault; (2b) to any default or event of default under any contractual obligation of the extent not prohibited by Guarantor or any Governmental AuthoritySubsidiary, or any material dispute, litigation, investigation, or proceeding or suspension between such Seller Party, the Guarantor or Servicer, on the one hand, any Subsidiary and any Governmental AuthorityAuthority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (3c) any material change litigation or proceeding involving the Guarantor or any Subsidiary as a defendant or in accounting policies which any Property of the Guarantor or financial reporting practices any Subsidiary is subject to a claim and in which the amount of Seller the claim against the Guarantor or Guarantorany Subsidiary is $1,000,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (4d) within [***] the receipt by the Guarantor of knowledge any Environmental Complaint which individually, or in the aggregate with any other Environmental Complaints then outstanding relating to any matter, relates to a matter which could reasonably be expected to have a Material Adverse Effect; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of any Borrower or any real Property of the Guarantor and the facilities located and the operations conducted thereon following any allegation of a Responsible Officer violation of Seller thereof, any Requirement of Law regarding any condition in each Seller shall furnish case which could reasonably be expected to Administrative Agent notice have a Material Adverse Effect; (f) any of the following events which could reasonably be expected to have a Material Adverse Effect: any Release of Hazardous Substances by any Borrower or the Guarantor or from, affecting, or related to any Property of any Borrower or any real Property of the Guarantor and the facilities located and the operations conducted thereon except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, XIV-x 140 or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization; (g) any Reportable Event or imminently expected Reportable Event with respect to any Purchased Asset or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualtyPlan; any withdrawal from, or otherwise damaged so as the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by PBGC, the Guarantor, or any Commonly Controlled Entity or Multiemployer Plan with respect to affect adversely the value of such Purchased Mortgage Loan withdrawal from or Contributed Assetthe termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto; (5h) to the extent not prohibited by creation, organization or acquisition of any Governmental AuthoritySubsidiary, any material penaltiesdirect or indirect, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (6) reserved; (7) any default related to any Repurchase Asset or any lien or security interest (other than security interests created hereby or by the other Program Agreements) on, or claim asserted against, any of the Purchased Assets or Contributed AssetsGuarantor; and (8) i) any other event, circumstance event or condition that has resulted, or has a reasonable likelihood of resulting, in which could reasonably be expected to cause a Material Adverse Effect with respect to such Seller Party, Guarantor or ServicerEffect.

Notices of Certain Events. As soon as possible Each of the Guarantor and in any event within [***] (unless otherwise noted below) of the Borrower shall deliver to the Lender, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Seller thereof, each Seller Party shall furnish relevant entity and setting forth the relevant event or circumstance and the steps being taken by the relevant entity with respect to Administrative Agent notice of the following eventssuch event or circumstance: (1a) a material and adverse change in the insurance coverage required any Default or Event of such Seller Party or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the AgenciesDefault; (2b) to any default or event of default under any contractual obligation of the extent not prohibited by Guarantor or the Borrower, or any Governmental Authority, any material dispute, litigation, investigation, or proceeding or suspension between such Seller Party, the Guarantor or Servicer, on the one hand, Borrower and any Governmental AuthorityAuthority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (3c) any material change litigation or proceeding involving the Guarantor or the Borrower as a defendant or in accounting policies which any Property of the Guarantor or financial reporting practices of Seller the Borrower is subject to a claim and in which the amount involved is $50,000 or Guarantormore and which is not covered by insurance or in which injunctive or similar relief is sought; (4d) within [***] the receipt by the Guarantor or the Borrower of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice of the following events with respect to any Purchased Asset or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, 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 value of such Purchased Mortgage Loan or Contributed AssetEnvironmental Complaint; (5e) to the extent not prohibited any actual, proposed, or threatened testing or other investigation by any Governmental AuthorityAuthority or other Person of which the Guarantor or the Borrower has actual knowledge concerning the environmental condition of, or relating to, any material penaltiesProperty of the Guarantor or the Borrower or any Property of another Person adjacent to any Property of the Guarantor or the Borrower following any allegation of a violation of any Requirement of Law; (f) any Release of Hazardous Substances of which the Guarantor or the Borrower has actual knowledge from, sanctions or charges leviedaffecting, or threatened related to be leviedany Property of the Guarantor or the Borrower or any Property of another Person adjacent to any Property of the Guarantor or the Borrower except in accordance with applicable Requirements of Law or the terms of a valid permit, against Sellerlicense, any material change in approval statuscertificate, or material adverse actions taken against Seller by any Government Authority supervising or regulating approval of the origination or servicing of mortgage loans byrelevant Governmental Authority, or the issuer status ofviolation of any Environmental Law, Selleror the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (6g) reservedthe change in identity or address of any Person remitting to the Borrower proceeds from the sale of hydrocarbon production from or attributable to any Mortgaged Property; (7h) any default related to any Repurchase Asset or any lien or security interest (other than security interests created hereby or by change in the other Program Agreements) on, or claim asserted against, any senior management of the Purchased Assets Guarantor or Contributed Assetsthe Borrower; and (8) i) any other event, circumstance event or condition that has resulted, or has a reasonable likelihood of resulting, in which could reasonably be expected to have a Material Adverse Effect with respect to such Seller Party, Guarantor or ServicerEffect.

Notices of Certain Events. As soon as possible and in any event within [***] five (unless otherwise noted below5) Business Days of knowledge of a Responsible Officer of the Seller thereof, each Seller Party Sellers shall furnish to Administrative Agent notice of the following events: (1) a material and adverse change in the insurance coverage required of such any Seller Party Party, Servicer, Property Manager or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the Agenciesattached; (2) to the extent not prohibited by any Governmental Authority, any material dispute, litigation, investigation, proceeding or suspension between such a Seller Party, Guarantor or Servicer, on the one hand, and any Governmental AuthorityAuthority or any Person; (3) any material change in accounting policies or financial reporting practices of a Seller or GuarantorServicer; (4) within [***] of knowledge of a Responsible Officer of Seller thereofthat the underlying Mortgaged Property, each Seller shall furnish to Administrative Agent notice of the following events with respect to any Purchased Mortgage Loan or any Contributed Asset or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, 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 value of such Purchased Mortgage Loan Loan, Rental Property or Contributed AssetREO Property; (5) to the extent not prohibited any material issues raised upon examination of a Seller or such Seller’s facilities by any Governmental Authority, any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (6) reservedany material change in the Indebtedness of a Seller, including, without limitation, any default, renewal, non-renewal, termination, increase in available amount or decrease in available amount related thereto; (7) any default related to any Repurchase Asset Asset, including without limitation any default under any Underlying Repurchase Documents, or any lien or security interest (other than security interests created hereby or by the other Program Agreements) on, or claim asserted against, any of the Purchased Assets or Contributed Assets; andany Repurchase Asset; (8) any Underlying Repurchase Counterparty for any reason ceases to possess all applicable Agency approvals, or an event has occurred or Underlying Repurchase Counterparty has a reason to believe or suspect that an event will occur prior to the issuance of the Agency Security or the consummation of the Take-Out Commitment, that will require notification to an Agency or HUD, FHA or VA; (9) any other event, circumstance or condition that has resulted, or has a reasonable likelihood possibility of resulting, in a Material Adverse Effect with respect to such a Seller Party, Guarantor or Servicer; (10) the occurrence of any material employment dispute and a description of the strategy for resolving it that has the possibility of resulting in a Material Adverse Effect; (11) without limiting any of the other reporting obligations of Sellers hereunder, Sellers shall promptly notify Administrative Agent of any Governmental Event or update thereto, and shall include the particulars of each update with sufficient detail as is satisfactory to Administrative Agent; (12) any notice a Seller receives from an Underlying Repurchase Counterparty in accordance with the terms of the Underlying Repurchase Documents relating to a material event, circumstance or condition affecting the Servicer; (13) with respect to the sample testing required pursuant to Section 00.xx hereof, if any such tested Rental Property in any one Property Level Reporting Period fails to meet the requirements set forth in Section 14bb.(i)-(iii), and such failure is not cured within sixty (60) days; and (14) upon Sellers becoming aware of any Control Failure with respect to a Purchased Mortgage Loan that is an eMortgage Loan.

Notices of Certain Events. As soon as possible and in any event within [***] (unless otherwise noted belowa) of knowledge of a Responsible Officer The Borrower hereby agrees to notify GM promptly after learning of the Seller thereof, each Seller Party shall furnish to Administrative Agent notice occurrence of any of the following events: : (1i) the occurrence of any default or event of default or situation which, but for the passage of time, would constitute a material and adverse change in default or event of default under either Existing Loan Agreement to the insurance coverage required of such Seller Party or any other Person pursuant extent it has sent a notice to any Program Agreement, Loan Agreement Creditor with respect thereto (in which case a copy of evidence such notice shall promptly thereafter be sent to GM); (ii) any Refinancing of same attached that is not otherwise required by all or any portion of the Agencies;Loan Agreement Obligations; (iii) any amendment, modification, restatement or supplement to the terms of either Existing Loan Agreement; and (iv) promptly after the exercise of remedies with respect to the Loan Agreement Collateral or the institution of an Insolvency Proceeding against any Credit Party on account of the Loan Agreement Obligations. (2b) The Borrower hereby agrees to notify the Agent promptly after learning of the occurrence of any of the following events: (i) the occurrence of any default or event of default or situation which, but for the passage of time, would constitute a default or event of default under the Second Lien Documents, to the extent not prohibited it has sent a notice to (in which case a copy of such notice shall promptly thereafter be sent to the Agent), or received a notice from, GM with respect thereto; (ii) any Refinancing of all or any portion of the Second Lien Obligations; (iii) any amendment, modification, restatement or supplement to the terms of the Second Lien Documents; and (iv) promptly after the exercise of remedies with respect to the Second Lien Collateral or the institution of an Insolvency Proceeding against a Credit Party on account of the Second Lien Obligations. Except as expressly provided in this Agreement, each of the Secured Parties agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by any Governmental Authorityit, any material dispute, litigation, investigation, proceeding demand for repayment of any of the Secured Obligations may be rescinded in whole or suspension between such Seller in part by the applicable Secured Party, Guarantor or Servicer, on the one hand, and any Governmental Authority; (3) Secured Obligation may be continued, and any material change in accounting policies or financial reporting practices of Seller or Guarantor; (4) within [***] of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice of the following events with respect to any Purchased Asset or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, 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 value of such Purchased Mortgage Loan or Contributed Asset; (5) to the extent not prohibited by any Governmental Authority, any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans bySecured Obligations, or the issuer status ofliability of any Credit Party upon or for any part thereof, Seller; (6) reserved; (7) any default related to any Repurchase Asset or any lien collateral or security interest (other than security interests created hereby guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered or released by the applicable Secured Party, in each case without notice to or further assent by the other Program AgreementsSecured Parties, and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. (c) on, Any failure by the Borrower to comply with the terms of this Section 3.5 shall not impair the rights or claim asserted against, any obligations of the Purchased Assets or Contributed Assets; and (8) any other event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting, in a Material Adverse Effect with respect to such Seller Party, Guarantor or Servicerparties hereto.

Notices of Certain Events. As soon as possible and in any event within [***] (unless otherwise noted below) of Deliver to the Agent, to the extent not previously delivered by the Guarantor, promptly upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of each Borrower and setting forth the Seller thereof, each Seller Party shall furnish relevant event or circumstance and the steps being taken by such Borrower or the Guarantor with respect to Administrative Agent notice of the following eventssuch event or circumstance: (1a) a material and adverse change in the insurance coverage required any Default or Event of such Seller Party or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the AgenciesDefault; (2b) to any default or event of default under any contractual obligation of any Borrower or the extent not prohibited by Guarantor, or any Governmental Authority, any material dispute, litigation, investigation, or proceeding between any Borrower or suspension between such Seller Party, the Guarantor or Servicer, on the one hand, and any Governmental AuthorityAuthority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (3c) any material change litigation or proceeding involving any Borrower or the Guarantor as a defendant or in accounting policies which any Property of any Borrower or financial reporting practices the Guarantor is subject to a claim and in which the amount of Seller the claim against any Borrower or Guarantorthe Guarantor is $1,000,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (4d) within [***] the receipt by any Borrower or the Guarantor of knowledge any Environmental Complaint which individually, or in the aggregate with any other Environmental Complaints then outstanding relating to any matter, relates to a matter which could reasonably be expected to have a Material Adverse Effect; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of any Borrower or any real Property of the Guarantor, or the facilities located and the operations conducted thereon, following any allegation of a Responsible Officer violation of Seller thereof, any Requirement of Law regarding any condition in each Seller shall furnish case which could reasonably be expected to Administrative Agent notice have a Material Adverse Effect; (f) any of the following events which could reasonably be expected to have a Material Adverse Effect: any Release of Hazardous Substances by any Borrower or the Guarantor or from, affecting, or related to any Property of any Borrower or any real Property of the Guarantor, or the facilities located and the operations conducted thereon, except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization; (g) any Reportable Event or imminently expected Reportable Event with respect to any Purchased Asset or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, 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 value of such Purchased Mortgage Loan or Contributed Asset; (5) to the extent not prohibited by Plan; any Governmental Authority, any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans bywithdrawal from, or the issuer status termination, Reorganization or Insolvency of, Seller; (6) reserved; (7) any default related to Multiemployer Plan; the institution of proceedings or the taking of any Repurchase Asset other action by the PBGC, any Borrower, the Guarantor or any lien Commonly Controlled Entity or security interest (other than security interests Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created hereby or thereunder and the action being taken by the other Program Agreements) on, or claim asserted against, any of the Purchased Assets or Contributed AssetsInternal Revenue Service with respect thereto; and (8) h) any other event, circumstance event or condition that has resulted, or has a reasonable likelihood of resulting, in which could reasonably be expected to have a Material Adverse Effect with respect to such Seller Party, Guarantor or ServicerEffect.

Notices of Certain Events. As soon as possible and in any event within [***] five (unless otherwise noted below5) Business Days of knowledge of a Responsible Officer of the Seller thereof, each Seller Party Sellers shall furnish to Administrative Agent Buyer notice of the following events: (1) a material and adverse change in the insurance coverage required of such Seller Party Sellers, any Servicer or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the Agenciesattached; (2) to the extent not prohibited by any Governmental Authority, any material dispute, litigation, investigation, proceeding or suspension between such Seller Party, Guarantor Sellers or any Servicer, on the one hand, and any Governmental AuthorityAuthority or any Person; (3) any material change in accounting policies or financial reporting practices of any Seller or Guarantorany Servicer; (4) within [***] of knowledge of a Responsible Officer of Seller thereofthat the underlying Mortgaged Property, each Seller shall furnish to Administrative Agent notice of the following events with respect to any Purchased Asset Mortgage Loan or Contributed Asset, that the underlying Mortgaged Trust Mortgage Loan or any REO Property or REO Property, as applicable, 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 value of such Purchased Mortgage Loan or Contributed AssetMortgaged Loan; (5) to the extent not prohibited any material issues raised upon examination of any Seller or any Seller’s facilities by any Governmental Authority, any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (6) reservedany material change in the Indebtedness of any Seller, including, without limitation, any default, renewal, non-renewal, termination, increase in available amount or decrease in available amount related thereto; (7) any default related to any Repurchase Asset or any lien or security interest (other than security interests created hereby or by the other Program Agreements) on, or claim asserted against, any of the Purchased Assets Assets, any Trust Mortgage Loan or Contributed Assets; andany REO Property; (8) any other event, circumstance or condition that has resulted, or has a reasonable likelihood possibility of resulting, in a Material Adverse Effect with respect to such any Seller Partyor any Servicer; (9) the occurrence of any material employment dispute and a description of the strategy for resolving it that has the possibility of resulting in a Material Adverse Effect; and (10) without limiting any of the other reporting obligations of any Seller hereunder, Guarantor each Seller shall promptly notify Buyer of any Governmental Event or Servicerupdate thereto, and shall include the particulars of each update with sufficient detail as is satisfactory to Buyer.

Notices of Certain Events. As soon as possible The Borrowers and in any event within [***] (unless otherwise noted below) of knowledge of a Responsible Officer of the Seller thereof, each Seller Party shall Guarantors will furnish to the Administrative Agent Agent, the Issuing Bank, and each Lender prompt written notice of the following eventsfollowing: (1a) a material and adverse change in the insurance coverage required occurrence of such Seller Party or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the AgenciesDefault; (2b) to the extent not prohibited filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental AuthorityAuthority against or affecting the Domestic Borrower, Gatton, any material dispute, litigation, investigation, proceeding or suspension between such Seller Party, Guarantor or Servicer, on the one hand, and any Governmental Authority; (3) any material change in accounting policies or financial reporting practices of Seller or Guarantor; (4) within [***] of knowledge Affiliate of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice of Borrower (including the following events with respect to any Purchased Asset or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, 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 value of such Purchased Mortgage Loan or Contributed Asset; (5) to the extent not prohibited by any Governmental Authority, any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (6) reserved; (7) any default related to any Repurchase Asset SPV or any lien or security interest (other than security interests created hereby or by the other Program AgreementsSubsidiary Originator) onthat, or claim asserted againstif adversely determined, any of the Purchased Assets or Contributed Assets; and (8) any other event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting, could reasonably be expected to result in a Material Adverse Effect Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Domestic Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; (e) the formation or acquisition of any Material Subsidiary or any Paying Agency Company, or the acquisition of any material assets or business; (f) the incurrence by any Subsidiary which is not a Guarantor of Intercompany Debt totaling $5,000,000 or more in the aggregate, excluding the Securitization Transactions; (g) a Subsidiary, acquired or organized after the Effective Date under the laws of the United States or any State or other political subdivision thereof, achieving total assets with a fair market value (without deduction for any Liens) of $5,000,000 or more; (h) the occurrence of any "Potential Termination Event" or "Termination Event" under (and as defined in) any Securitization Document, whether or not resulting in a servicing transfer or the cessation of reinvestments by the Securitization Conduit; (i) receipt by the Domestic Borrower, the SPV or any other Subsidiary of any notice pursuant to Section 10.02 (a) of the Receivables Purchase Agreement, or any notice pertaining to any expiration or termination of any "Liquidity Agreement" or "Program Support Agreement", as those terms are defined in the Receivables Purchase Agreement; or (j) the giving of any notice under Section 8.1 of the Receivables Sale Agreement. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Domestic Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. The obligations of the Borrowers and the Guarantors under this Section 5.02 to such Seller Partyprovide notices shall be subject, Guarantor or Servicerin the case of notices relating to the Delta Group, to the confidentiality provisions set forth in the Nortel Agreement (and the agreements contemplated thereby and entered into as of the Nortel Effective Date). However, the Borrowers and the Guarantors shall use all reasonable efforts to obtain Nortel's approval to permit disclosure of anything that would be required under this Section but for the foregoing sentence.

Notices of Certain Events. As soon as possible and in any event within [***] five (unless otherwise noted below5) Business Days of knowledge of a Responsible Officer of the Seller thereof, each Seller Party shall furnish to Administrative Agent notice of the following events: (1) a material and adverse change in the insurance coverage required of such Seller Party Seller, Servicer or any other Person pursuant to any Program Agreement, or any Underlying Repurchase Counterparty with a copy of evidence of same attached that is not otherwise required by the Agenciesattached; (2) to the extent not prohibited by any Governmental Authority, any material dispute, litigation, investigation, proceeding or suspension between such Seller PartySeller, Guarantor Servicer or Servicerany Underlying Repurchase Counterparty, on the one hand, and any Governmental AuthorityAuthority or any Person; (3) any material change in accounting policies or financial reporting practices of Seller or GuarantorServicer; (4) within [***] of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice of the following events with respect to any Purchased Asset or Contributed AssetMortgage Loan, that the underlying Mortgaged Property or REO Property, as applicable, 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 value of such Purchased Mortgage Loan or Contributed AssetLoan; (5) to the extent not prohibited any material issues raised upon examination of Seller, any Underlying Repurchase Counterparty or Seller’s or any Underlying Repurchase Counterparty’s facilities by any Governmental Authority, any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (6) reservedany material change in the Indebtedness of the Seller, including, without limitation, any default, non-renewal, termination, increase in available amount or decrease in available amount related thereto; (7) any default related to any Repurchase Asset Asset, including without limitation any default under any Underlying Repurchase Documents, or any lien or security interest (other than security interests created hereby or by the other Program Agreements) on, or claim asserted against, any of the Purchased Assets or Contributed Assets; andMortgage Loans; (8) any Underlying Repurchase Counterparty for any reason ceases to possess all applicable Agency approvals, or an event has occurred or Underlying Repurchase Counterparty has a reason to believe or suspect that an event will occur prior to the issuance of the Agency Security or the consummation of the Take-Out Commitment, that will require notification to an Agency or the Department of Housing and Urban Development, FHA or VA; (9) any other event, circumstance or condition that has resulted, or has a reasonable likelihood possibility of resulting, in a Material Adverse Effect with respect to such Seller Partyor any Servicer; (10) the occurrence of any material employment dispute and a description of the strategy for resolving it that has the possibility of resulting in a Material Adverse Effect with respect to Seller, Guarantor or any Affiliate; (11) without limiting any of the other reporting obligations of Seller hereunder, Seller shall promptly notify Administrative Agent of any Governmental Event relating to Seller, Guarantor, any Affiliate or any Underlying Repurchase Counterparty or update thereto, and shall include the particulars of each update with sufficient detail as is satisfactory to Administrative Agent; and (12) any notice Seller receives from an Underlying Repurchase Counterparty in accordance with the terms of the Underlying Repurchase Documents relating to a material event, circumstance or condition affecting the Underlying Repurchase Counterparty or Servicer.

Notices of Certain Events. As soon as possible and in any event within [***] (unless otherwise noted below) of Deliver to the Agent, immediately upon a ------------------------- Responsible Officer's having knowledge of a Responsible Officer the occurrence of the Seller thereof, each Seller Party shall furnish to Administrative Agent notice of the following events: (1) a material and adverse change in the insurance coverage required of such Seller Party or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the Agencies; (2) to the extent not prohibited by any Governmental Authority, any material dispute, litigation, investigation, proceeding or suspension between such Seller Party, Guarantor or Servicer, on the one hand, and any Governmental Authority; (3) any material change in accounting policies or financial reporting practices of Seller or Guarantor; (4) within [***] of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any material contractual obligation of the Borrower, or any material new Litigation, affecting the Borrower before any Governmental Authority or Tribunal; (c) any new Litigation involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim (i) in which the amount involved is $250,000.00 or more and which is not covered by insurance, and (ii) in which injunctive or similar relief is sought which affects a Property having a fair market value (net to the Borrower's interest therein) of more than $250,000.00 or could reasonably be expected to result in an expenditure by the Borrower of more than $250,000; (d) any Reportable Event or imminently expected Reportable Event with respect to any Purchased Asset or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualtyPlan; any withdrawal from, or otherwise damaged so as the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to affect adversely the value of such Purchased Mortgage Loan withdrawal from, or Contributed Assetthe termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto, which could reasonably be expected to have a Material Adverse Effect; (5e) the receipt by the Borrower of any Environmental Complaint or any formal request from any Governmental Authority or other Person for information (other than requirements for compliance reports) regarding any Release of Hazardous Substances by the Borrower from, affecting or related to any Property of the extent not prohibited Borrower or adjacent to any Property of the Borrower which Environmental Complaint or request could reasonably be expected to have a Material Adverse Effect; (f) any actual, proposed or threatened testing or other investigation by any Governmental AuthorityAuthority or other Person concerning the environmental condition of, or relating to, any material penaltiesProperty of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Environmental Law which testing or investigation could reasonably be expected to have a Material Adverse Effect; (g) any Release of Hazardous Substances by the Borrower from, sanctions affecting or charges leviedrelated to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Environmental Law or the terms of a valid permit, license, certificate or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating of the origination or servicing of mortgage loans byrelevant Governmental Authority, or the issuer status of, Seller; (6) reserved; (7) violation of any default related to any Repurchase Asset or any lien or security interest (other than security interests created hereby or by the other Program Agreements) onEnvironmental Law, or claim asserted againstthe revocation, suspension or forfeiture of or failure to renew, any of the Purchased Assets permit, license, registration, approval or Contributed Assetsauthorization, which Release, violation, revocation, suspension, forfeiture or failure could reasonably be expected to have a Material Adverse Effect; and (8) h) any other event, circumstance event or condition that has resulted, or has a reasonable likelihood of resulting, in which could reasonably be expected to have a Material Adverse Effect with respect to such Seller Party, Guarantor or ServicerEffect.

Notices of Certain Events. As soon as possible and in any event within [***] (unless otherwise noted below) of Deliver to the Agent, to the extent not previously delivered by the Guarantor, promptly upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of each Borrower and setting forth the Seller thereof, each Seller Party shall furnish relevant event or circumstance and the steps being taken by such Borrower or the Guarantor with respect to Administrative Agent notice of the following eventssuch event or circumstance: (1a) a material and adverse change in the insurance coverage required any Default or Event of such Seller Party or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the AgenciesDefault; (2b) to any default or event of default under any contractual obligation of any Borrower or the extent not prohibited by Guarantor, or any Governmental Authority, any material dispute, litigation, investigation, or proceeding between any Borrower or suspension between such Seller Party, the Guarantor or Servicer, on the one hand, and any Governmental AuthorityAuthority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (3c) any material change litigation or proceeding involving any Borrower or the Guarantor as a defendant or in accounting policies which any Property of any Borrower or financial reporting practices the Guarantor is subject to a claim and in which the amount of Seller the claim against any Borrower or Guarantorthe Guarantor is $1,000,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (4d) within [***] the receipt by any Borrower or the Guarantor of knowledge any Environmental Complaint which individually, or in the aggregate with any other Environmental Complaints then outstanding relating to any matter, relates to a matter which could reasonably be expected to have a Material Adverse Effect; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of any Borrower or any real Property of the Guarantor, or the facilities located and the operations conducted thereon, following any allegation of a Responsible Officer violation of Seller thereof, any Requirement of Law regarding any condition in each Seller shall furnish case which could reasonably be expected to Administrative Agent notice have a Material Adverse Effect; (f) any of the following events which could reasonably be expected to have a Material Adverse Effect: any Release of Hazardous Substances by any Borrower or the Guarantor, or from, affecting, or related to any Property of any Borrower or any real Property of the Guarantor, or the facilities located and the operations conducted thereon, except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate, or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization; (g) any Reportable Event or imminently expected Reportable Event with respect to any Purchased Asset or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, 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 value of such Purchased Mortgage Loan or Contributed Asset; (5) to the extent not prohibited by Plan; any Governmental Authority, any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans bywithdrawal from, or the issuer status termination, Reorganization or Insolvency of, Seller; (6) reserved; (7) any default related to Multiemployer Plan; the institution of proceedings or the taking of any Repurchase Asset other action by the PBGC, any Borrower, the Guarantor or any lien Commonly Controlled Entity or security interest (other than security interests Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created hereby or thereunder and the action being taken by the other Program Agreements) on, or claim asserted against, any of the Purchased Assets or Contributed AssetsInternal Revenue Service with respect thereto; and (8) h) any other event, circumstance event or condition that has resulted, or has a reasonable likelihood of resulting, in which could reasonably be expected to have a Material Adverse Effect with respect to such Seller Party, Guarantor or ServicerEffect.

Notices of Certain Events. As soon as possible and in any event within [***] (unless otherwise noted belowa) of knowledge of a Responsible Officer of During the Pre-Closing Period, the Seller thereof, each Seller Party and the Companies shall furnish to Administrative Agent notice of promptly notify the following eventsPurchaser of: (1i) a material and adverse change in any notice or other communication of which the insurance coverage required Seller and/or the Companies have knowledge from any Person alleging that the consent of such Seller Party Person is or any other Person pursuant to any Program may be required in connection with the transactions contemplated by this Agreement, with a copy of evidence of same attached that is not otherwise required by the Agencies; (2ii) to any notice or other communication of which the extent not prohibited by Seller and/or the Companies have knowledge from any Governmental AuthorityAuthority (i) delivered in connection with the transactions contemplated by this Agreement, or (ii) indicating that a Permit is revoked or about to be revoked or that a Permit is required in any material dispute, litigation, investigation, proceeding or suspension between jurisdiction in which such Seller Party, Guarantor or Servicer, on the one hand, and any Governmental AuthorityPermit has not been obtained; (3iii) any material change in accounting policies actions, suits, claims, investigations, proceedings, audits, arbitrations or financial reporting practices mediations commenced or, to the Company’s Knowledge, threatened against, relating to or involving or otherwise affecting any Target Company, that, if pending on the date of Seller this Agreement, would have been required to have been disclosed pursuant to Section 4.10 or Guarantorthat relate to the consummation of the transactions contemplated by this Agreement; (4iv) within [***] of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent (A) any notice of the following events with respect to any Purchased Asset or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as to affect adversely communication of which the value of such Purchased Mortgage Loan or Contributed Asset; Seller and/or the Companies have knowledge from any Person (51) to the extent not prohibited by any Governmental Authority, any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (6) reserved; (7) any default related to any Repurchase Asset Company’s election under Section 1362(a) of the Code to be treated as an “S corporation” within the meaning of Section 1361 of the Code (and applicable provisions of state and local Law) (“S Corporation Election”) or any lien Company’s “S Corporation” status or security interest (other than security interests created hereby or by 2) related to any election to be treated as a “qualified subchapter S subsidiary” within the other Program Agreementsmeaning of Section 1361(b)(3)(B) on, or claim asserted against, any of the Purchased Assets Code (and applicable provisions of state and local Law) (“Q-Sub Election”) filed by any Subsidiary of the Company set forth in Section 4.21(t) of the Company Disclosure Letter or Contributed Assets; and any such Subsidiary’s status as a “qualified subchapter S subsidiary” or (8) B) any revocation or termination of any Company’s S Corporation Election or any applicable Subsidiary’s Q-Sub Election or any other event, condition, fact or circumstance that could reasonably be expected to have an adverse effect on the effectiveness of a Company’s S Corporation Election or condition that has resulted, or has a reasonable likelihood of resulting, in a Material Adverse Effect with respect to such Seller Party, Guarantor or Serviceran applicable Subsidiary’s Q-Sub Election.

Notices of Certain Events. As soon as possible and in any event within [***] (unless otherwise noted below) of Deliver to the Lender, immediately upon a Responsible Officer's having knowledge of a Responsible Officer the occurrence of the Seller thereof, each Seller Party shall furnish to Administrative Agent notice of the following events: (1) a material and adverse change in the insurance coverage required of such Seller Party or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the Agencies; (2) to the extent not prohibited by any Governmental Authority, any material dispute, litigation, investigation, proceeding or suspension between such Seller Party, Guarantor or Servicer, on the one hand, and any Governmental Authority; (3) any material change in accounting policies or financial reporting practices of Seller or Guarantor; (4) within [***] of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer and setting forth the relevant event or circumstance and the steps being taken by the Borrowers with respect to such event or circumstance: (a) any Purchased Asset Default or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, 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 value Event of such Purchased Mortgage Loan or Contributed AssetDefault; (5b) any Default or Event of Default under any material contractual obligation of the Borrower, or any material Litigation, affecting the Borrowers before any Governmental Authority or Tribunal; (c) any Litigation involving either Borrower as a defendant or in which any Property of either Borrower is subject to a claim (i) in which the amount involved is $250,000 or more and which is not covered by insurance, (ii) in which, together with any other outstanding litigation or proceeding (whether or not previously disclosed hereunder), the aggregate amount involved in all such litigation is $250,000 or more and which is not covered by insurance, or (iii) in which injunctive or similar relief is sought which affects a Property having a fair market value (net to the extent not prohibited Borrower's interest therein) of more than $250,000 or could reasonably be expected to result in an expenditure by Borrowers of more than $250,000; (d) any existing or asserted Lien on any of the Properties of Borrowers, personal or real, tangible or intangible, including without limitation the Mortgaged Properties, excluding Permitted Liens; (e) the receipt by either Borrower of any Environmental Complaint or any formal request from any Governmental Authority or other Person for information (other than requirements for compliance reports) regarding any Release of Hazardous Substances by Borrower from, affecting or related to any Property of Borrower or adjacent to any Property of the Borrower which Environmental Complaint or request could reasonably be expected to have a Material Adverse Effect; (f) any actual, proposed or threatened testing or other investigation by any Governmental AuthorityAuthority or other Person concerning the environmental condition of, or relating to, any material penaltiesProperty of either Borrower or adjacent to any Property of Borrower following any allegation of a violation of any Environmental Law which testing or investigation could reasonably be expected to have a Material Adverse Effect; (g) any Release of Hazardous Substances by either Borrower from, sanctions affecting or charges leviedrelated to any Property of either Borrower or adjacent to any Property of either Borrower except in accordance with applicable Environmental Law or the terms of a valid permit, license, certificate or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating of the origination or servicing of mortgage loans byrelevant Governmental Authority, or the issuer status of, Seller; (6) reserved; (7) violation of any default related to any Repurchase Asset or any lien or security interest (other than security interests created hereby or by the other Program Agreements) onEnvironmental Law, or claim asserted againstthe revocation, suspension or forfeiture of or failure to renew, any of the Purchased Assets permit, license, registration, approval or Contributed Assetsauthorization, which Release, violation, revocation, suspension, forfeiture or failure could reasonably be expected to have a Material Adverse Effect; and (8) h) any change in either Borrower's accounting practices and procedures, including a change in either Borrower's fiscal year; and (i) any other event, circumstance event or condition that has resulted, or has a reasonable likelihood of resulting, in which could reasonably be expected to have a Material Adverse Effect with respect to such Seller Party, Guarantor or ServicerEffect.

Notices of Certain Events. As soon as possible and in any event within [***] (unless otherwise noted below) of Deliver to the Lender, immediately upon a Responsible Officer's having knowledge of a Responsible Officer the occurrence of the Seller thereof, each Seller Party shall furnish to Administrative Agent notice of the following events: (1) a material and adverse change in the insurance coverage required of such Seller Party or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the Agencies; (2) to the extent not prohibited by any Governmental Authority, any material dispute, litigation, investigation, proceeding or suspension between such Seller Party, Guarantor or Servicer, on the one hand, and any Governmental Authority; (3) any material change in accounting policies or financial reporting practices of Seller or Guarantor; (4) within [***] of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice of the following events or circumstances, a written statement with respect thereto, signed by the Responsible Officer and setting forth the relevant event or circumstance and the steps being taken by the Borrowers with respect to such event or circumstance: (a) any Purchased Asset Default or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, 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 value Event of such Purchased Mortgage Loan or Contributed AssetDefault; (5b) any Default or Event of Default under any material contractual obligation of any Borrower or any material Litigation, affecting any Borrower before any Governmental Authority or Tribunal; (c) any Litigation involving Borrowers as defendants or in which any Property of Borrowers is subject to a claim (i) in which the amount involved is $250,000 or more and which is not covered by insurance, (ii) in which, together with any other outstanding litigation or proceeding (whether or not previously disclosed hereunder), the aggregate amount involved in all such litigation is $250,000 or more and which is not covered by insurance, or (iii) in which injunctive or similar relief is sought which affects a Property having a fair market value (net to the extent not prohibited Borrowers' interest therein) of more than $250,000 or could reasonably be expected to result in an expenditure by Borrowers of more than $250,000; (d) any existing or asserted Lien on any of the Properties of Borrowers, personal or real, tangible or intangible, including without limitation the Mortgaged Properties, excluding Permitted Liens; (e) the receipt by Borrowers of any Environmental Complaint or any formal request from any Governmental Authority or other Person for information (other than requirements for compliance reports) regarding any Release of Hazardous Substances by Borrowers from, affecting or related to any Property of Borrowers or adjacent to any Property of the Borrowers which Environmental Complaint or request could reasonably be expected to have a Material Adverse Effect; (f) any actual, proposed or threatened testing or other investigation by any Governmental AuthorityAuthority or other Person concerning the environmental condition of, or relating to, any material penaltiesProperty of the Borrowers or adjacent to any Property of Borrowers following any allegation of a violation of any Environmental Law which testing or investigation could reasonably be expected to have a Material Adverse Effect; (g) any Release of Hazardous Substances by Borrowers from, sanctions affecting or charges leviedrelated to any Property of Borrowers or adjacent to any Property of Borrowers except in accordance with applicable Environmental Law or the terms of a valid permit, license, certificate or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating of the origination or servicing of mortgage loans byrelevant Governmental Authority, or the issuer status of, Seller; (6) reserved; (7) violation of any default related to any Repurchase Asset or any lien or security interest (other than security interests created hereby or by the other Program Agreements) onEnvironmental Law, or claim asserted againstthe revocation, suspension or forfeiture of or failure to renew, any of the Purchased Assets permit, license, registration, approval or Contributed Assetsauthorization, which Release, violation, revocation, suspension, forfeiture or failure could reasonably be expected to have a Material Adverse Effect; and (8) h) any other eventchange in Borrowers' accounting practices and procedures, circumstance or condition that has resulted, or has including a reasonable likelihood of resulting, change in a its fiscal year; and (i) any Material Adverse Effect with respect to such Seller Party, Guarantor or ServicerEffect.

Notices of Certain Events. As soon as possible and in any event within [***] (unless otherwise noted below) of Deliver to the Lender, promptly upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Seller thereof, each Seller Party shall furnish Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower or the Guarantors with respect to Administrative Agent notice of the following eventssuch event or circumstance: (1a) a material and adverse change in the insurance coverage required any Default or Event of such Seller Party or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the AgenciesDefault; (2b) to any default or event of default under any contractual obligation of the extent not prohibited by Borrower or the Guarantors, or any Governmental Authority, any material dispute, litigation, investigation, or proceeding between the Borrower or suspension between such Seller Party, Guarantor or Servicer, on the one hand, Guarantors and any Governmental AuthorityAuthority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (3c) any material change litigation or proceeding involving the Borrower or the Guarantors as a defendant or in accounting policies which any Property of the Borrower or financial reporting practices of Seller the Guarantors is subject to a claim and in which the amount involved is $1,000,000 or Guarantormore and which is not covered by insurance or in which injunctive or similar relief is sought; (4d) within [***] the receipt by the Borrower and/or Guarantors of knowledge any written Environmental Complaint by a Governmental Authority regarding any violation or alleged violation of Environmental Laws by the Borrower and/or Guarantors which violation would have a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice of the following events with respect to any Purchased Asset or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, 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 value of such Purchased Mortgage Loan or Contributed AssetMaterial Adverse Effect; (5e) to the extent not prohibited any actual, proposed, or threatened testing or other investigation by any Governmental AuthorityAuthority concerning the environmental condition of, or relating to, any material penaltiesProperty of the Borrower and/or Guarantors following any written allegation of a violation by a Borrower or a Guarantor of any Requirement of Law; (f) any Release of Hazardous Substances by the Borrower and/or Guarantors or from, sanctions or charges leviedaffecting, or threatened related to be leviedany Property of the Borrower and/or Guarantors except in accordance with applicable Requirements of Law or the terms of a valid permit, against Sellerlicense, any material change in approval statuscertificate, or material adverse actions taken against Seller by any Government Authority supervising or regulating approval of the origination or servicing of mortgage loans byrelevant Governmental Authority, or the issuer status of, Seller; (6) reserved; (7) violation of any default related to Environmental Law by any Repurchase Asset Borrower or any lien or security interest (other than security interests created hereby or by the other Program Agreements) onGuarantor, or claim asserted againstthe revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization in favor of the Purchased Assets any Borrower or Contributed Assetsany Guarantor which, in each case, could reasonably be expected to have a Material Adverse Effect; and (8) g) any other event, circumstance change in the senior management or condition that has resulted, general partner of the Borrower or has a reasonable likelihood the senior management of resulting, in a Material Adverse Effect with respect to such Seller Party, Guarantor or Servicerany general partner of the Borrower.

Notices of Certain Events. As soon as possible and in any event within [***] (unless otherwise noted below) of Deliver to the Agent promptly upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Seller thereof, each Seller Party shall furnish Borrower and setting forth the relevant event or circumstance and the steps being taken by the Borrower or the Borrower's Subsidiary with respect to Administrative Agent notice of the following eventssuch event or circumstance: (1a) a material and adverse change in the insurance coverage required any Default or Event of such Seller Party or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the AgenciesDefault; (2b) to any default or event of default under any contractual obligation of the extent not prohibited by Borrower or any Governmental Authority, Subsidiary of the Borrower or any material dispute, litigation, investigation, or proceeding between the Borrower or suspension between such Seller Party, Guarantor or Servicer, on any Subsidiary of the one hand, Borrower and any Governmental AuthorityAuthority which, in either case, (and if not cured in the case of any such default or event of default, as the case may be) could reasonably be expected to have a Material Adverse Effect; (3c) any material change litigation or proceeding involving the Borrower or any Subsidiary of the Borrower as a defendant or in accounting policies which any Property of the Borrower or financial reporting practices any Subsidiary of Seller the Borrower is subject to a claim and in which the amount of the claim against the Borrower or Guarantorany Subsidiary of the Borrower is $1,000,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; (4d) within [***] of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice of the following events Intentionally blank]; (e) [Intentionally blank]; (f) [Intentionally blank]; (g) any Reportable Event or imminently expected Reportable Event with respect to any Purchased Asset or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, 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 value of such Purchased Mortgage Loan or Contributed Asset; (5) to the extent not prohibited by Plan; any Governmental Authority, any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans bywithdrawal from, or the issuer status termination, Reorganization or Insolvency of, Seller; (6) reserved; (7) any default related to Multiemployer Plan; the institution of proceedings or the taking of any Repurchase Asset other action by the PBGC, the Borrower or any lien Commonly Controlled Entity or security interest (other than security interests Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created hereby or thereunder and the action being taken by the other Program Agreements) on, or claim asserted against, any of the Purchased Assets or Contributed AssetsInternal Revenue Service with respect thereto; and (8) h) any other event, circumstance event or condition that has resulted, or has a reasonable likelihood of resulting, in which could reasonably be expected to have a Material Adverse Effect with respect to such Seller Party, Guarantor or ServicerEffect.

Notices of Certain Events. As soon as possible and in any event within [***] five (unless otherwise noted below5) Business Days of knowledge of a Responsible Officer of the Seller thereof, each Seller Party Sellers shall furnish to Administrative Agent notice of the following events: (1) a material and adverse change in the insurance coverage required of such any Seller Party Party, Servicer, Property Manager or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the Agenciesattached; (2) to the extent not prohibited by any Governmental Authority, any material dispute, litigation, investigation, proceeding or suspension between such a Seller Party, Guarantor or Servicer, on the one hand, and any Governmental AuthorityAuthority or any Person; (3) any material change in accounting policies or financial reporting practices of a Seller or GuarantorServicer; (4) within [***] of knowledge of a Responsible Officer of Seller thereofthat the underlying Mortgaged Property, each Seller shall furnish to Administrative Agent notice of the following events with respect to any Purchased Mortgage Loan or any Contributed Asset or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, 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 value of such Purchased Mortgage Loan Loan, Rental Property or Contributed AssetREO Property; (5) to the extent not prohibited any material issues raised upon examination of a Seller or such Seller’s facilities by any Governmental Authority, any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (6) reservedany material change in the Indebtedness of a Seller, including, without limitation, any default, renewal, non-renewal, termination, increase in available amount or decrease in available amount related thereto; (7) any default related to any Repurchase Asset Asset, including without limitation any default under any Underlying Repurchase Documents, or any lien or security interest (other than security interests created hereby or by the other Program Agreements) on, or claim asserted against, any of the Purchased Assets or Contributed Assets; andany Repurchase Asset; (8) any Underlying Repurchase Counterparty for any reason ceases to possess all applicable Agency approvals, or an event has occurred or Underlying Repurchase Counterparty has a reason to believe or suspect that an event will occur prior to the issuance of the Agency Security or the consummation of the Take-Out Commitment, that will require notification to an Agency or HUD, FHA or VA; (9) any other event, circumstance or condition that has resulted, or has a reasonable likelihood possibility of resulting, in a Material Adverse Effect with respect to such a Seller Party, Guarantor or Servicer; (10) the occurrence of any material employment dispute and a description of the strategy for resolving it that has the possibility of resulting in a Material Adverse Effect; (11) without limiting any of the other reporting obligations of Sellers hereunder, Sellers shall promptly notify Administrative Agent of any Governmental Event or update thereto, and shall include the particulars of each update with sufficient detail as is satisfactory to Administrative Agent; (12) any notice a Seller receives from an Underlying Repurchase Counterparty in accordance with the terms of the Underlying Repurchase Documents relating to a material event, circumstance or condition affecting the Servicer; and (13) with respect to the sample testing required pursuant to Section 00.xx hereof, if any such tested Rental Property in any one Property Level Reporting Period fails to meet the requirements set forth in Section 14bb.(i)-(iii), and such failure is not cured within sixty (60) days.

Notices of Certain Events. As soon as possible possible, and in any event within [***] five (unless otherwise noted below5) Business Days of knowledge of a Responsible Officer of the Seller thereof, each Seller Party shall furnish to Administrative Agent Buyer notice of the following events: (1) a material and adverse change in the insurance coverage required of such Seller Party or any other Person Seller Party pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the Agenciesattached; (2) to the extent not prohibited by any Governmental Authority, any material dispute, litigation, investigationinvestigation (excluding any ordinary course investigations), proceeding or suspension between such Seller Party, Guarantor or ServicerSeller, on the one hand, and any Governmental AuthorityAuthority or any Person; (3) any material change in accounting policies or financial reporting practices of Seller or GuarantorSeller; (4) within [***] of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice of that the following events underlying Mortgaged Property with respect to any Purchased Asset or Contributed Asset, that the underlying Mortgaged Trust Mortgage Loan or any REO Property or REO Property, as applicable, has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as to affect materially and adversely the value of such Purchased Mortgage Loan or Contributed AssetREO Property; (5) to the extent not prohibited any material issues raised upon examination of Seller or Seller’s facilities by any Governmental Authority, any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (6) reservedany material change in the Indebtedness of the Seller, including, without limitation, any default, renewal, non-renewal, termination, increase in available amount or decrease in available amount related thereto; (7) any material default related to any Repurchase Asset Trust Interests or Stock Interests or any lien Lien or security interest (other than security interests created hereby or by the other Program Agreements) on, or claim asserted against, any of the Purchased Assets Asset, any Trust Mortgage Loan or Contributed Assets; andany REO Property; (8) any other event, circumstance or condition that has resulted, or has a reasonable likelihood of resultingcould reasonably be expected to result, in a Material Adverse Effect with respect to such Seller Party, Guarantor or ServicerSeller; (9) the occurrence of any material employment dispute and a description of the strategy for resolving it that could reasonably be expected to result in a Material Adverse Effect; and (10) the Seller’s intention to satisfy the Extension Conditions.

Notices of Certain Events. As soon as possible and in any event within [***] five (unless otherwise noted 5) Business Days, in case of the events specified in clauses (2), (5), (7) – (9), and fifteen (15) Business Days in the case of the other events specified below) , of knowledge of a Responsible Officer of the Seller thereof, each Seller Party Sellers shall furnish to Administrative Agent notice of the following events: (1) a material and adverse change in the insurance coverage required of such Seller Party a Seller, Property Manager or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the Agenciesattached; (2) to the extent not prohibited by any Governmental Authority, any material dispute, litigation, investigationinvestigation (excluding any ordinary course investigations), proceeding or suspension between such a Seller Party, Guarantor or ServicerSeller Parties, on the one hand, and any Governmental AuthorityAuthority or any Person; (3) any material change in accounting policies or financial reporting practices of Seller or Guarantora Seller; (4) within [***] of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice of that the following events underlying Mortgaged Property with respect to any Purchased Asset or Contributed AssetMortgage Loan, that the underlying Mortgaged Contributed Rental Property or any Contributed REO Property, as applicable, Property has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as to affect materially and adversely the value of such Purchased Mortgage Loan Loan, Rental Property or Contributed AssetREO Property; (5) to the extent not prohibited any material issues raised upon examination of any Seller Party’s facilities by any Governmental Authority, any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (6) reservedany material change in the Indebtedness of any Seller Party, including, without limitation, any default, renewal, non‑renewal, termination, increase in available amount or decrease in available amount related thereto; (7) any material default related to any Repurchase Asset or any lien or security interest (other than security interests created hereby or by the other Program Agreements) on, or claim asserted against, any of the Purchased Assets Asset, any Contributed Mortgage Loan, Contributed Rental Property or any Contributed Assets; andREO Property; (8) any other event, circumstance or condition that has resulted, or has a reasonable likelihood of resultingcould reasonably be expected to result, in a Material Adverse Effect with respect to such Seller Party, Guarantor or Servicerany Seller; and (9) the occurrence of any material employment dispute and a description of the strategy for resolving it that could reasonably be expected to result in a Material Adverse Effect.

Notices of Certain Events. As soon as possible and in any event within [***] (unless otherwise noted below) of Deliver to the Administrative Agent, immediately upon the Borrower’s presiding CEO, having knowledge of a Responsible Officer the occurrence of the Seller thereof, each Seller Party shall furnish to Administrative Agent notice of the following events: (1) a material and adverse change in the insurance coverage required of such Seller Party or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the Agencies; (2) to the extent not prohibited by any Governmental Authority, any material dispute, litigation, investigation, proceeding or suspension between such Seller Party, Guarantor or Servicer, on the one hand, and any Governmental Authority; (3) any material change in accounting policies or financial reporting practices of Seller or Guarantor; (4) within [***] of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice of the following events or circumstances, a written statement with respect to any Purchased Asset or Contributed Assetthereto, that the underlying Mortgaged Property or REO Property, as applicable, 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 value of such Purchased Mortgage Loan or Contributed Asset; (5) to the extent not prohibited by any Governmental Authority, any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (6) reserved; (7) any default related to any Repurchase Asset or any lien or security interest (other than security interests created hereby or signed by the other Program Agreements) on, CEO and setting forth the relevant event or claim asserted against, any of circumstance and the Purchased Assets or Contributed Assets; and (8) any other event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting, in a Material Adverse Effect steps being taken with respect to such Seller Partyevent or circumstance: a) Any declaration or payment of any dividend or other distribution of cash, Guarantor securities, or Servicerother assets prior to the Borrower fully satisfying its obligations under this Agreement and the other Loan Documents; b) Any material changes in the nature of the Borrower’s business; c) Any Default or Event of Default; d) Any default or event of default under any material contractual obligation of the Borrower, or any material Litigation affecting the Borrower before any Governmental Authority or Tribunal; e) Any Litigation involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim (i) in which the amount involved is $100,000 or more and which is not covered by insurance, (ii) in which, together with any other outstanding litigation or proceeding (whether or not previously disclosed hereunder), the aggregate amount involved in all such litigation is $100,000 or more and which is not covered by insurance, or (iii) in which injunctive or similar relief is sought which affects a Property having a fair market value (net to the Borrower’s interest therein) of more than $100,000 or could reasonably be expected to result in an expenditure by the Borrower of more than $100,000.00; f) Any existing or asserted Lien on any of the properties of the Borrower, personal or real, tangible or intangible, including, without limitation, the Collateral, excluding Independent Bank’s Security Interest and Permitted Liens; g) The receipt by the Borrower of any Environmental Complaint or any formal request from any Governmental Authority or other Person for information (other than requirements for compliance reports) regarding any Release of Hazardous Substances by the Borrower from, affecting or related to any Property of the Borrower or adjacent to any Property of the Borrower which Environmental Complaint or request could reasonably be expected to have a Material Adverse Effect; h) Any actual, proposed or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Environmental Law which testing or investigation could reasonably be expected to have a Material Adverse Effect; i) Any Release of Hazardous Substances by the Borrower from, affecting or related to any Property of the Borrower or adjacent to any Property of the Borrower or Mortgagors except in accordance with applicable Environmental Law or the terms of a valid permit, license, certificate or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension or forfeiture of or failure to renew, any permit, license, registration, approval or authorization, which release, violation, revocation, suspension, forfeiture or failure could reasonably be expected to have a Material Adverse Effect; and j) Any change in the Borrower’s accounting practices and procedures, including a change in the Borrower’s fiscal year; k) Any other event or condition that could reasonably be expected to have a Material Adverse Effect.

Notices of Certain Events. As soon as possible and in any event within [***] five (unless otherwise noted below5) Business Days of knowledge of a Responsible Officer of the Seller thereof, each Seller Party shall furnish to Administrative Agent Buyer notice of the following events: (1) a material and adverse change in the insurance coverage required of such Seller Party Seller, any Guarantor or any other Person Servicer which is an Affiliate pursuant to any Program Agreement, or any Underlying Repurchase Counterparty with a copy of evidence of same attached that is not otherwise required by the Agenciesattached; (2) to the extent not prohibited by any Governmental Authority, any material dispute, litigation, investigation, proceeding or suspension between such Seller PartySeller, Guarantor Servicer or Servicerany Underlying Repurchase Counterparty or any Servicer which is an Affiliate, on the one hand, and any Governmental AuthorityAuthority or any Person; (3) any material change in accounting policies or financial reporting practices of Seller or Guarantorany Servicer which is an Affiliate; (4) within [***] of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice of the following events with respect to any Purchased Asset or Contributed AssetMortgage Loan, that the underlying Mortgaged Property or REO Property, as applicable, has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged damaged, in each case, so as to affect adversely the value of such Purchased Mortgage Loan or Contributed AssetMortgaged Loan; (5) to the extent not prohibited any material issues raised upon examination of Seller, any Underlying Repurchase Counterparty or Seller’s or any Underlying Repurchase Counterparty’s facilities by any Governmental Authority, any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (6) reservedany material change in the Indebtedness of the Seller, including, without limitation, any default, renewal, non-renewal, termination, increase in available amount or decrease in available amount related thereto; (7) any default related to any Repurchase Asset Asset, including, without limitation, any default under any Underlying Repurchase Documents, or any lien or security interest (other than security interests created hereby or by the other Program Agreements) on, or claim asserted against, any of the Purchased Assets or Contributed Assets; andMortgage Loans; (8) any Underlying Repurchase Counterparty for any reason ceases to possess all applicable Agency approvals, or an event has occurred or Underlying Repurchase Counterparty has a reason to believe or suspect that an event will occur prior to the issuance of the Agency Security or the consummation of the Take-Out Commitment, that will require notification to an Agency or the Department of Housing and Urban Development, FHA or VA; (9) any other event, circumstance or condition that has resulted, or has a reasonable likelihood of resultingis reasonably likely to result, in a Material Adverse Effect with respect to such Seller Partyor any Servicer which is an Affiliate; (10) the occurrence of any material employment dispute that has the possibility of resulting in a Material Adverse Effect; and (11) any notice Seller receives from an Underlying Repurchase Counterparty in accordance with the terms of the Underlying Repurchase Documents relating to a material event, Guarantor circumstance or condition affecting the Underlying Repurchase Counterparty or Servicer.

Notices of Certain Events. As soon as Promptly after the Issuer or Aurora learns of the receipt or occurrence of any of the following, the Issuer will furnish to each Holder and, if applicable, to the Collateral Agent, a certificate of the Issuer, signed by a Responsible Officer, specifying (1) any official notice of any violation, possible and in violation, non-compliance or possible non-compliance, or claim made by any Governmental Authority pertaining to all or any part of the properties or assets of the Issuer or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect; (2) any event within [***] which constitutes a Default or Event of Default, together with a detailed statement specifying the nature thereof and the steps being taken to cure such Default or Event of Default; (unless otherwise noted below3) the receipt of knowledge any notice from, or the taking of a Responsible Officer any other action by, the holder of any Indebtedness in excess of $500,000 of the Seller thereofIssuer or Aurora or any of its Subsidiaries with respect to a claimed default, each Seller Party shall furnish together with a detailed statement specifying the notice given or other action taken by such Holder and the nature of the claimed default and what action the Issuer is taking or proposes to Administrative Agent take with respect thereto; (4) any event or condition not previously disclosed to the Holders which violates any Environmental Law and which could reasonably be expected to have a Material Adverse Effect; (5) any event or condition which could reasonably be expected to have a Material Adverse Effect; (6) any notice of the following events: (1) a institution of, or any material adverse development in, any action, suit or proceeding or any governmental investigation or any arbitration, before any court or arbitrator or any governmental or administrative body, agency or official, against the Issuer or any of its Subsidiaries or any material property or asset of any thereof, in which the amount involved is material and adverse change in the insurance coverage required of such Seller Party or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required covered by insurance or which, if adversely determined, would have a Material Adverse Effect; or (7) the Agencies; (2) to the extent not occurrence of an ERISA Event or a “prohibited by any Governmental Authority, any material dispute, litigation, investigation, proceeding transaction,” as such term is defined in Section 406 of ERISA or suspension between such Seller Party, Guarantor or Servicer, on the one hand, and any Governmental Authority; (3) any material change in accounting policies or financial reporting practices of Seller or Guarantor; (4) within [***] of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice Section 4975 of the following events Code, with respect to any Purchased Asset or Contributed AssetPlan has occurred, that which such notice shall specify the underlying Mortgaged Property or REO Propertynature thereof, as the Issuer’s proposed response thereto (and, if applicable, has been damaged by wastethe proposed response thereto of any Subsidiary of the Issuer and of any ERISA Affiliate) and, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as to affect adversely the value of such Purchased Mortgage Loan or Contributed Asset; (5) to the extent not prohibited by any Governmental Authoritywhere known, any material penaltiesaction taken or proposed by the Internal Revenue Service, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing Department of mortgage loans by, Labor or the issuer status of, Seller; (6) reserved; (7) any default related to any Repurchase Asset or any lien or security interest (other than security interests created hereby or by the other Program Agreements) on, or claim asserted against, any of the Purchased Assets or Contributed Assets; and (8) any other event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting, in a Material Adverse Effect PBGC with respect to such Seller Party, Guarantor or Servicerthereto.

Notices of Certain Events. As soon as possible and in any event within [***] (unless otherwise noted below) of Each Related Person will deliver to Agent, immediately upon having knowledge of a Responsible Officer of the Seller thereof, each Seller Party shall furnish to Administrative Agent notice of the following events: (1) a material and adverse change in the insurance coverage required of such Seller Party or any other Person pursuant to any Program Agreement, written statement with a copy of evidence of same attached that is not otherwise required by the Agencies; (2) respect to the extent not prohibited by occurrence of any Governmental Authority, any material dispute, litigation, investigation, proceeding or suspension between such Seller Party, Guarantor or Servicer, on the one hand, and any Governmental Authority; (3) any material change in accounting policies or financial reporting practices of Seller or Guarantor; (4) within [***] of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice of the following events or circumstances, signed by the Chief Financial Officer of the relevant Related Person and setting forth the relevant event or circumstances and the steps being taken by the relevant Related Person with respect to such event or circumstance: 5.6.1 any Default or Event of Default; 5.6.2 any default or event of default under any contractual obligation of Related Persons or any Subsidiary of Related Persons, or any litigation, investigation or proceeding between any Related Person or any Subsidiary of any Related Person and any Governmental Authority that, in either case, if not cured or if adversely determined, as the case may be, would have a Material Adverse Effect; 5.6.3 any litigation or proceeding involving any Related Person or any Subsidiary of any Related Person as a defendant or in which any Property of any Related Person or any Subsidiary of any Related Person is subject to a claim and in which the amount involved is $1,000,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought; 5.6.4 any sale, transfer or other disposition of assets owned by any Related Person or any Subsidiary of any Related Person whether now owned or hereafter acquired (including, without limitation, any discount or sale of Credit Accounts), the greater of the book value or the sale price of which exceeds $5,000,000; 5.6.5 any Reportable Event or imminently expected Reportable Event with respect to any Purchased Asset Plan or Contributed Assetany withdrawal from, that or the underlying Mortgaged Property termination, Reorganization or REO PropertyInsolvency of, as applicableany Multiemployer Plan, has been damaged or the institution of proceedings or the taking of any other action by wastePBGC, fireany Related Person or any Commonly Controlled Entity or Multiemployer Plan with respect to the withdrawal from or the termination, earthquake Reorganization or earth movementInsolvency of, windstorm, flood, tornado any Single Employer Plan or Multiemployer Plan; 5.6.6 the receipt by any Related Person or any Subsidiary of any Related Person of any Environmental Complaint or any formal request from any Governmental Authority or other casualtyentity for information (other than requirements for periodic reports required by any Governmental 5.6.7 any actual, proposed or threatened testing or other investigation by any Governmental Authority or other entity concerning the environmental condition of, or otherwise damaged so as to affect adversely the value relating to, any Property of such Purchased Mortgage Loan any Consolidated Group Member or Contributed Asset; (5) any Subsidiary of any Consolidated Group Member following any allegation of a violation of any Requirement of Law, but only to the extent that such matter if not prohibited cured or if adversely determined, as the case may be, would have a Material Adverse Effect; 5.6.8 any Release of Hazardous Substances by any Consolidated Group Member or any Subsidiary of any Consolidated Group Member or from, affecting or related to any Property of any Consolidated Group Member of any Subsidiary of any Consolidated Group Member, except in accordance with a valid permit, license, certificate or approval of the relevant Governmental Authority, any material penalties, sanctions Authority or charges levied, or threatened of a substance not subject to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans byregulation under Environmental Laws, or the issuer status ofviolation of any Environmental Law or the revocation, Seller; (6) reserved; (7) any default related suspension or forfeiture of or failure to any Repurchase Asset or any lien or security interest (other than security interests created hereby or by the other Program Agreements) on, or claim asserted againstrenew, any of the Purchased Assets permit, license, registration, approval or Contributed Assets; and (8) any other event, circumstance or condition authorization that has resulted, or has a reasonable likelihood of resulting, could reasonably be expected to result in a Material Adverse Effect with respect Effect; 5.6.9 any material decline in the value of the Collateral; and 5.6.10 any other event or condition which could reasonably be expected to such Seller Party, Guarantor or Servicercause a Material Adverse Effect.

Notices of Certain Events. As soon as possible and in any event within [***] (unless otherwise noted below) of Deliver to the Agent promptly upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Seller thereof, each Seller Party shall furnish Borrower and setting forth the relevant event or circumstance and the steps being taken or caused to Administrative Agent notice of be taken by the following eventsBorrower or with respect to such event or circumstance: (1a) a material and adverse change in the insurance coverage required any Default or Event of such Seller Party or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the AgenciesDefault; (2b) any (i) default or event of default under any contractual obligation of the Borrower or any Subsidiary of the Borrower that could reasonably be expected to the extent not prohibited by any Governmental Authority, any material dispute, have a Material Adverse Effect or (ii) litigation, investigation, or proceeding brought by any Governmental Authority against the Borrower or suspension between such Seller Party, Guarantor or Servicer, on any Subsidiary of the one hand, Borrower other than routine and immaterial inquiries by any Governmental Authority; (3c) any material change other litigation or proceeding involving the Borrower or any Subsidiary of the Borrower as a defendant or in accounting policies which any Property of the Borrower or financial reporting practices any Subsidiary of Seller the Borrower is subject to a claim and (i) in which the amount of the claim against the Borrower or Guarantorany Subsidiary of the Borrower is $5.0 million or more and which is not covered by insurance (net of any deductible), (ii) in which injunctive or similar relief is sought or (iii) which could otherwise reasonably be expected to result in a Material Adverse Effect; (4d) within [***] any notice received or delivered adversely affecting any Oil and Gas Properties subject to the Production Payment 2001 Liens or the Star Production Payments; (e) upon termination of knowledge one or both of the Star Production Payments or any agreement executed pursuant to the Production Payment 2001 Facility, a certificate by a Responsible Officer of Seller thereof, each Seller shall furnish reasonably satisfactory to Administrative the Agent notice to that effect; (f) immediately upon the Borrower having or acquiring knowledge of the following events institution of any steps by the Borrower or any other Person to terminate any Pension Plan, or the failure to make a required contribution to any Pension Plan, if such failure is sufficient to give rise to a Lien under section 302(f) of ERISA, or the taking of any action with respect to a Pension Plan which could reasonably be expected to result in the requirement that the Borrower furnish a bond in a material amount or other material security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Purchased Asset Pension Plan which could reasonably be expected to result in the incurrence by the Borrower of any material liability, fine or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualtypenalty, or otherwise damaged so as any material increase in the contingent liability of the Borrower with respect to affect adversely the value any post-retirement Welfare Plan benefit, notice thereof and copies of such Purchased Mortgage Loan or Contributed Assetall documentation relating thereto; (5g) immediately following the repayment in full of all amounts outstanding under the Senior Subordinated Indenture with the Net Cash Proceeds of a Permitted Public Debt Refinancing, a certificate executed by a Responsible Officer in form and substance reasonably satisfactory to the extent not prohibited by any Governmental Authority, any material penalties, sanctions or charges levied, or threatened Agent to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (6) reserved; (7) any default related to any Repurchase Asset or any lien or security interest (other than security interests created hereby or by the other Program Agreements) on, or claim asserted against, any of the Purchased Assets or Contributed Assetsthat effect; and (8) h) any other event, circumstance event or condition that which has resulted, had or has a reasonable likelihood of resulting, in could reasonably be expected to have a Material Adverse Effect with respect to such Seller Party, Guarantor or ServicerEffect.

Notices of Certain Events. As soon as possible and in any event within [***] (unless otherwise noted below) of Deliver to the Noteholder Agent, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer of the Seller thereof, each Seller Party shall furnish Borrower or Xxxxxxxx-Louisiana and setting forth the relevant event or circumstance and the steps being taken with respect to Administrative Agent notice of the following eventssuch event or circumstance: (1a) a material and adverse change in the insurance coverage required any Default or Event of such Seller Party or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the AgenciesDefault; (2b) to any default or event of default under any contractual obligation of the extent not prohibited by Borrower or Xxxxxxxx-Louisiana, or any Governmental Authority, any material dispute, litigation, investigation, or proceeding between the Borrower or suspension between such Seller Party, Guarantor or Servicer, on the one hand, Xxxxxxxx-Louisiana and any Governmental AuthorityAuthority which, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (3c) any material change litigation or proceeding involving the Borrower or Xxxxxxxx-Louisiana as a defendant or in accounting policies which any Property of the Borrower or financial reporting practices of Seller Xxxxxxxx-Louisiana is subject to a claim and in which the amount involved is $500,000 or Guarantormore and which is not covered by insurance or in which injunctive or similar relief is sought; (4d) within [***] the receipt by the Borrower or Xxxxxxxx-Louisiana of knowledge any Environmental Complaint; (e) any actual, proposed, or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or Xxxxxxxx-Louisiana, or adjacent to any Property of the Borrower or Xxxxxxxx-Louisiana following any allegation of a Responsible Officer violation of Seller thereofany Requirement of Law; (f) any Release of Hazardous Substances by the Borrower or Xxxxxxxx-Louisiana from, each Seller shall furnish affecting, or related to Administrative Agent notice any Property of the following events Borrower or Xxxxxxxx-Louisiana, or adjacent to any Property of the Borrower or Xxxxxxxx-Louisiana, or the violation of any Environmental Law, or the revocation, suspension, or forfeiture of or failure to renew, any permit, license, registration, approval, or authorization which could reasonably be expected to have a Material Adverse Effect; (g) any Reportable Event or imminently expected Reportable Event with respect to any Purchased Asset or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualtyPlan; any withdrawal from, or otherwise damaged so as the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to affect adversely the value of such Purchased Mortgage Loan withdrawal from, or Contributed Assetthe termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto; (5h) the change in identity or address of any Person remitting to the extent not prohibited by Borrower proceeds from the sale of hydrocarbon production from or attributable to any Governmental Authority, any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, SellerMortgaged Property; (6i) reservedany change in the senior management of the Borrower or Xxxxxxxx-Louisiana; (7j) the Borrower's or Xxxxxxxx-Louisiana's acquisition or ownership of any default related to any Repurchase Asset estate (fee simple or any lien leasehold) of real or security interest (other than security interests created hereby or by personal Property, wherever located, which is not included in the other Program Agreements) on, or claim asserted against, any of the Purchased Assets or Contributed AssetsCollateral; and (8) k) any other event, circumstance event or condition that has resulted, or has a reasonable likelihood of resulting, in which could reasonably be expected to have a Material Adverse Effect with respect to such Seller Party, Guarantor or ServicerEffect.

Notices of Certain Events. As soon Each Seller shall notify Buyer as possible and in any event within [***] (unless otherwise noted below) of knowledge of a Responsible Officer of the Seller thereof, each Seller Party shall furnish to Administrative Agent notice of the following eventspromptly as practicable upon becoming aware of: (1a) a material and adverse change any changes or events which, individually or in the insurance coverage required of such Seller Party aggregate, have had or any other Person pursuant could reasonably be expected to any Program Agreement, with have a copy of evidence of same attached that is not otherwise required by the AgenciesMaterial Adverse Effect; (2b) to any notice or other communication from any Person alleging that the extent not prohibited by any Governmental Authorityconsent of such Person is or may be required in connection with the transactions contemplated hereby, any material dispute, litigation, investigation, proceeding or suspension between such Seller Party, Guarantor or Servicer, on other than consents disclosed in Section II.06 of the one hand, and any Governmental AuthorityDisclosure Schedule; (3c) any material change notice or other communication (i) from any Governmental Authority in accounting policies connection with the Contemplated Transactions, (ii) from any party to a Material Contract in connection with the Contemplated Transactions or financial reporting practices in which such party asserts in writing a breach, default or event of Seller default or Guarantorother non-performance by or in respect of any Acquired Entity pursuant to a Material Contract (whether or not in connection with the Contemplated Transactions) or (iii) with respect to the status of any Operating Facility as a "qualifying cogeneration facility" under the PURPA Requirements or any applicable state law; (4d) within [***] any actions, suits, claims, investigations, arbitration or proceedings commenced or threatened against, relating to or involving or otherwise affecting the Acquired Entities that, if pending on the date of knowledge this Agreement, would have been required to have been disclosed pursuant to Section II.11 of a Responsible Officer of Seller thereofExhibit II or that relate to the Contemplated Transactions; (e) any damage, each Seller shall furnish destruction or other casualty loss (whether or not covered by insurance) affecting the Acquired Entities in any material respect; (f) any notice from the operator under the Operation and Maintenance Agreements relating to Administrative Agent notice any of the following events Operating Facilities of any change in operating procedures with respect to any Purchased Asset or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, 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 value of such Purchased Mortgage Loan or Contributed Asset; (5) to the extent not prohibited by any Governmental Authority, any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer status of, Seller; (6) reserved; (7) any default related to any Repurchase Asset or any lien or security interest (other than security interests created hereby or by the other Program Agreements) on, or claim asserted against, any of the Purchased Assets or Contributed AssetsOperating Facilities; and (8) g) any other event, circumstance action or condition event that has resulted, or has constitutes a reasonable likelihood of resulting, in a Material Adverse Effect with respect to breach by any such Seller Party, Guarantor or Servicerunder this Agreement.

Notices of Certain Events. As soon as possible and in any event within [***] (unless otherwise noted below) of Deliver to the Bank, immediately upon a ------------------------- Responsible Officer's having knowledge of a Responsible Officer the occurrence of the Seller thereof, each Seller Party shall furnish to Administrative Agent notice of the following events: (1) a material and adverse change in the insurance coverage required of such Seller Party or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the Agencies; (2) to the extent not prohibited by any Governmental Authority, any material dispute, litigation, investigation, proceeding or suspension between such Seller Party, Guarantor or Servicer, on the one hand, and any Governmental Authority; (3) any material change in accounting policies or financial reporting practices of Seller or Guarantor; (4) within [***] of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Default or Event of Default; (b) any default or event of default under any material contractual obligation of the Borrower, or any material new Litigation, affecting the Borrower before any Governmental Authority or Tribunal; (c) any new Litigation involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim (i) in which the amount involved is $250,000.00 or more and which is not covered by insurance, and (ii) in which injunctive or similar relief is sought which affects a Property having a fair market value (net to the Borrower's interest therein) of more than $250,000.00 or could reasonably be expected to result in an expenditure by the Borrower of more than $250,000; (d) any Reportable Event or imminently expected Reportable Event with respect to any Purchased Asset or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualtyPlan; any withdrawal from, or otherwise damaged so as the termination, Reorganization or Insolvency of, any Multiemployer Plan; the institution of proceedings or the taking of any other action by the PBGC, the Borrower or any Commonly Controlled Entity or Multiemployer Plan with respect to affect adversely the value of such Purchased Mortgage Loan withdrawal from, or Contributed Assetthe termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Plan; or any Prohibited Transaction in connection with any Plan or any trust created thereunder and the action being taken by the Internal Revenue Service with respect thereto, which could reasonably be expected to have a Material Adverse Effect; (5e) the receipt by the Borrower of any Environmental Complaint or any formal request from any Governmental Authority or other Person for information (other than requirements for compliance reports) regarding any Release of Hazardous Substances by the Borrower from, affecting or related to any Property of the extent not prohibited Borrower or adjacent to any Property of the Borrower which Environmental Complaint or request could reasonably be expected to have a Material Adverse Effect; (f) any actual, proposed or threatened testing or other investigation by any Governmental AuthorityAuthority or other Person concerning the environmental condition of, or relating to, any material penaltiesProperty of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Environmental Law which testing or investigation could reasonably be expected to have a Material Adverse Effect; (g) any Release of Hazardous Substances by the Borrower from, sanctions affecting or charges leviedrelated to any Property of the Borrower or adjacent to any Property of the Borrower except in accordance with applicable Environmental Law or the terms of a valid permit, license, certificate or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating of the origination or servicing of mortgage loans byrelevant Governmental Authority, or the issuer status of, Seller; (6) reserved; (7) violation of any default related to any Repurchase Asset or any lien or security interest (other than security interests created hereby or by the other Program Agreements) onEnvironmental Law, or claim asserted againstthe revocation, suspension or forfeiture of or failure to renew, any of the Purchased Assets permit, license, registration, approval or Contributed Assetsauthorization, which Release, violation, revocation, suspension, forfeiture or failure could reasonably be expected to have a Material Adverse Effect; and (8) h) any other event, circumstance event or condition that has resulted, or has a reasonable likelihood of resulting, in which could reasonably be expected to have a Material Adverse Effect with respect to such Seller Party, Guarantor or ServicerEffect.

Notices of Certain Events. As soon as possible Each of Centocor and Schering-Plough shall promptly notify the other Party, pursuant to the notice provisions set forth in Section 8.3 of this Agreement, of (a) any event within [***] (unless otherwise noted below) of knowledge of a Responsible Officer of communication from any Person alleging that the Seller thereof, each Seller Party shall furnish to Administrative Agent notice of the following events: (1) a material and adverse change in the insurance coverage required consent of such Seller Person (or another Person) is or may be required in connection with the Transactions (and the response thereto of such Party or its representatives or agents), (b) any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the Agencies; (2) to the extent not prohibited by communication from any Governmental AuthorityAuthority in connection with the Transactions (and the response thereto of such Governmental Authority or its representatives or agents), (c) any material disputeclaim, litigationaction, suit, proceeding, investigation, proceeding claim, audit or suspension between such Seller Partyinquiry, Guarantor at Law or Servicer, on the one hand, and in equity or before any Governmental Authority; Authority (3collectively, “Litigation”) commenced or threatened by or before any Governmental Authority that relates to this Agreement or the Transactions in any way or (d) any material change in accounting policies event, change, development or financial reporting practices occurrence between the date of Seller this Agreement and the Termination Time that causes or Guarantor; (4) within [***] is reasonably likely to prevent, delay or impede the ability of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish such Party to Administrative Agent notice consummate any of the following events with respect to any Purchased Asset or Contributed AssetTransactions; provided, however, that the underlying Mortgaged Property or REO Propertydelivery of any notice pursuant to this Section 4.3 shall not, as applicableand shall not be deemed to, has been damaged by wasteaffect, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, limit or otherwise damaged so as to affect adversely prejudice any right or remedy of any of the value of such Purchased Mortgage Loan or Contributed Asset; (5) Parties. Schering-Plough shall promptly notify Centocor, pursuant to the extent not prohibited notice provisions set forth in Section 8.3 of this Agreement, of the receipt by Schering-Plough or any of its Affiliates between the date hereof and the Termination Time of (i) any oral or written notice from any Person regarding the initiation of any civil, criminal or administrative action which, if adversely determined, would materially adversely affect the Commercialization of a Product in a Relinquished Territory or the Transferred Assets or Schering-Plough’s ability to perform its obligations under this Agreement, (ii) any oral or written notice from any Person regarding the initiation or threatened initiation in any Material Relinquished Territory of any claim or action to which a Schering Relevant Person is or would be a party where an adverse result would reasonably be expected to materially adversely affect the Commercialization of a Product in a Relinquished Territory or (iii) any oral or written notice from any Governmental Authority, Authority in a Material Relinquished Territory alleging that the Product or any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating of the origination or servicing of mortgage loans byTransferred Assets, or the issuer status ofownership, Seller; (6) reserved; (7) manufacturing, operation, storage, warehousing, packaging, labeling, sale, marketing, handling or testing of the Products is in violation in any default related to material respect of any Repurchase Asset applicable Law or any lien or security interest (other than security interests created hereby or by the other Program Agreements) on, or claim asserted against, any of the Purchased Assets or Contributed Assets; and (8) any other event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting, in a Material Adverse Effect with respect to such Seller Party, Guarantor or ServicerMarketing Authorization.

Notices of Certain Events. As soon as possible and in any event within [***] (unless otherwise noted belowa) of knowledge of a Responsible Officer of During the Seller thereofInterim Period, each Seller Party shall furnish to Administrative Agent notice of the following events: (1) a material and adverse change in the insurance coverage required of such Seller Party or any other Person pursuant to any Program Agreementshall, with a copy of evidence of same attached that is not otherwise required by the Agencies; (2) to the extent not prohibited by applicable Law, promptly notify the other Party of (i) except for filings contemplated by this Agreement and communications with any Governmental AuthorityGovernment Entity in the ordinary course of business, any material disputewritten notice or other written communication from, litigationor any written information provided to, investigation, proceeding or suspension between any Government Entity received by such Seller Party, Guarantor or Servicer, on Party regarding the one handTransactions, and (ii) any Governmental Authority;Legal Proceeding as to which such Party gains Knowledge that (A) is commenced against, settled, otherwise concluded or which relates to a Party or a Fund or Buyer Fund (as applicable) and would reasonably be expected to have a material adverse effect on a Fund, Buyer Fund, Acquired Assets, the Advisory Accounts, the 50 114399-0014/143865664.11 Business, the Transactions, this Agreement or any Ancillary Agreement, or (B) would delay, restrain, or enjoin the consummation of, or declare unlawful, the Transactions, or cause the Transactions to be rescinded or delay, restrain, or enjoin the performance of this Agreement or any Ancillary Agreement. (3b) any material change in accounting policies or financial reporting practices From the Closing Date through the third (3rd) anniversary of Seller or Guarantor; (4) within [***] of knowledge of a Responsible Officer of Seller thereofthe Closing Date, each Seller shall furnish to Administrative Agent notice of the following events with respect to any Purchased Asset or Contributed AssetParty shall, that the underlying Mortgaged Property or REO Property, as applicable, 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 value of such Purchased Mortgage Loan or Contributed Asset; (5) to the extent not prohibited by applicable Law, notify the other Party promptly of any Governmental AuthorityLegal Proceeding as to which such Party gains Knowledge that (i) (A) is commenced against, settled, otherwise concluded or which relates to the Buyer, Parent or the Seller and would reasonably be expected to have a material adverse effect on any Fund, any material penalties, sanctions or charges levied, or threatened to be levied, against SellerBuyer Fund, any material change in approval statusBuyer Trust, or material adverse actions taken against the Seller by any Government Authority supervising or regulating Trust, the origination or servicing of mortgage loans byBuyer, or the issuer status ofAcquired Assets, Seller; (6) reserved; (7) any default related to any Repurchase Asset the Advisory Accounts, the Business, the Transactions, this Agreement or any lien Ancillary Agreement or security interest (other than security interests created hereby or by the other Program AgreementsB) on, or claim asserted against, any of the Purchased Assets or Contributed Assets; and (8) any other event, circumstance or condition that has resulted, or has a reasonable likelihood of resulting, in a Material Adverse Effect with respect to such Legal Proceeding information or a report is, or is required to be, filed with the SEC relating in any way to or affecting any Fund, any Buyer Fund, any Buyer Trust, the Seller PartyTrust, Guarantor the Buyer, the Acquired Assets, the Advisory Accounts, the Business, the Transactions, this Agreement or Servicerany Ancillary Agreement or (ii) is commenced against or relates to any Buyer Trust, the Seller Trust, any Buyer Fund, any Fund or any Advisory Account, or (iii) would delay, restrain, or enjoin the consummation of, or declare unlawful, the Transactions, or cause the Transactions to be rescinded or delay, restrain, or enjoin the performance of this Agreement. Each Party agrees to use commercially reasonable efforts to cause the Seller Trust, Funds, Buyer Trusts, or Buyer Funds (as applicable) to provide, to the extent not prohibited by applicable Law, to them notice of any such Legal Proceeding contemplated in clauses (i), (ii) or (iii) of this Section 6.09(b) of which any of their directors, trustees or officers become aware.

Notices of Certain Events. As soon as possible and in any event within [***] (unless otherwise noted below) of Deliver to the Lender, immediately upon a ------------------------- Responsible Officer's having knowledge of a Responsible Officer the occurrence of the Seller thereof, each Seller Party shall furnish to Administrative Agent notice of the following events: (1) a material and adverse change in the insurance coverage required of such Seller Party or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the Agencies; (2) to the extent not prohibited by any Governmental Authority, any material dispute, litigation, investigation, proceeding or suspension between such Seller Party, Guarantor or Servicer, on the one hand, and any Governmental Authority; (3) any material change in accounting policies or financial reporting practices of Seller or Guarantor; (4) within [***] of knowledge of a Responsible Officer of Seller thereof, each Seller shall furnish to Administrative Agent notice of the following events or circumstances, a written statement with respect thereto, signed by a Responsible Officer and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance: (a) any Purchased Asset Default or Contributed Asset, that the underlying Mortgaged Property or REO Property, as applicable, 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 value Event of such Purchased Mortgage Loan or Contributed AssetDefault; (5b) any default or event of default under any material contractual obligation of the Borrower, or any material Litigation, affecting Borrower before any Governmental Authority or Tribunal; (c) any Litigation involving Borrower as a defendant or in which any Property of the Borrower is subject to a claim (i) in which the amount involved is $250,000.00 (net to the extent Borrower's interest) or more and which is not prohibited covered by insurance, (ii) in which, together with any other outstanding litigation or proceeding (whether or not previously disclosed hereunder), the aggregate amount involved in all such litigation is $250,000.00 (net to Borrower's interest) or more and which is not covered by insurance, or (iii) in which injunctive or similar relief is sought which affects a Property having a fair market value (net to the Borrower's interest therein) of more than $250,000.00 or could reasonably be expected to result in an expenditure by Borrower of more than $250,000.00; (d) the receipt by Borrower of any Environmental Complaint or any formal request from any Governmental Authority for information (other than requirements for compliance reports) regarding any Release of Hazardous Substances by Borrower from, affecting or related to any Property of Borrower or adjacent to any Property of the Borrower which Environmental Complaint or request could reasonably be expected to have a Material Adverse Effect; (e) any actual, proposed or threatened testing or other investigation by any Governmental AuthorityAuthority concerning the environmental condition of, or relating to, any material penaltiesProperty of the Borrower or adjacent to any Property of Borrower following any allegation of a violation of any Environmental Law which testing or investigation could reasonably be expected to have a Material Adverse Effect; (f) any Release of Hazardous Substances by Borrower from, sanctions affecting or charges leviedrelated to any Property of Borrower or adjacent to any Property of Borrower except in accordance with applicable Environmental Law or the terms of a valid permit, license, certificate or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating of the origination or servicing of mortgage loans byrelevant Governmental Authority, or the issuer status ofviolation of any Environmental Law, Selleror the revocation, suspension or forfeiture of or failure to renew, any permit, license, registration, approval or authorization, which Release, violation, revocation, suspension, forfeiture or failure could reasonably be expected to have a Material Adverse Effect; (6) reserved; (7g) any default related other event or condition which could reasonably be expected to any Repurchase Asset or any lien or security interest (other than security interests created hereby or by the other Program Agreements) on, or claim asserted against, any of the Purchased Assets or Contributed Assetshave a Material Adverse Effect; and (8) h) any lien, mortgage, security interest, tax lien, pledge, conditional sale or title retention arrangement, or any other eventinterest in or encumbrance upon, circumstance Property, which is designed to secure the repayment of Indebtedness, whether arising by agreement, under any Law or condition that has resulted, or has a reasonable likelihood of resulting, in a Material Adverse Effect with respect to such Seller Party, Guarantor or Servicerotherwise.

Notices of Certain Events. As soon as reasonably possible and in any event within [***] five (unless otherwise noted below5) Business Days of knowledge of a Responsible Officer of the Seller thereof, each Seller Party shall furnish to Administrative Agent notice of the following events: (1a) a material and adverse change in the insurance coverage required of such Seller Party or any other Person pursuant to any Program Agreement, with a copy of evidence of same attached that is not otherwise required by the Agenciesattached; (2b) to the extent not prohibited by any Governmental Authority, any material dispute, litigation, investigation, proceeding or suspension between such Seller Party, Guarantor or ServicerSeller, on the one hand, and any Governmental AuthorityAuthority or any Person; (3c) any material change in accounting policies or financial reporting practices of Seller or GuarantorSeller; (4d) within [***] of knowledge of a Responsible Officer any material issues raised upon examination of Seller thereof, each or Seller’s facilities by any Governmental Authority; (e) any material default or non-renewal or termination of any material Indebtedness of Seller; provided that Seller shall furnish to give Administrative Agent notice of all Indebtedness (other than Indebtedness evidenced by this Agreement) of Seller existing as of the following events date of, and through the disclosure in, the Officer’s Compliance Certificate required by Section 8.02(c), which Officer’s Compliance Certificate shall automatically update Exhibit E to this Agreement; (f) upon Seller becoming aware during the normal course of its business of the transfer, expiration without renewal, termination or other loss of all or any part of any Servicing Contract, or the right of Seller to service Mortgage Loans thereunder with respect to any Purchased Asset such Mortgage Loan(s) with an aggregate unpaid principal balance of at least $15,000,000 (or Contributed Assetthe termination or replacement of Seller thereunder), that the underlying Mortgaged Property or REO Property, as applicable, has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged in such cases so as to affect adversely materially (in an aggregate amount of at least $5,000,000) and the value amounts collectible by Seller under such Servicing Contract or in connection with such right of Seller to service Mortgage Loans thereunder, the reason for such Purchased Mortgage Loan transfer, loss, termination or Contributed Assetreplacement, if known to Seller, and the effects that such transfer, loss, termination or replacement will have (or will be reasonably likely to have) on the prospects for full and timely collection of all amounts owing to Seller under or in respect of that Servicing Contract; (5g) to upon Seller becoming aware during the extent not prohibited by any Governmental Authority, any material penalties, sanctions or charges levied, or threatened to be levied, against Seller, any material change in approval status, or material adverse actions taken against Seller by any Government Authority supervising or regulating the origination or servicing normal course of mortgage loans by, or the issuer status of, Seller; (6) reserved; (7) its business of any default related to any Purchased Assets and the related Repurchase Asset Assets or any lien or security interest (other than security interests created hereby hereby, by the Mortgage or related documents or by the other Program Agreements) on, or claim asserted against, any of the Assets that, collectively with respect to the foregoing combined, are with respect to any Purchased Assets or Contributed and the related Repurchase Assets related to Mortgage Loans with an aggregate unpaid principal balance of at least $15,000,000 and that has a material (in an aggregate amount of at least $2,000,000) and adverse effect on the value of such Purchased Assets and the related Repurchase Assets; and; (8) h) any other event, circumstance or condition that has resulted, or has a reasonable likelihood of resultingwould reasonably be expected to result, in a Material Adverse Effect with respect to Seller; and (i) the occurrence of any material employment dispute that would reasonably be expected to result in a Material Adverse Effect, and a description of the strategy for resolving such Seller Party, Guarantor or Servicerdispute.