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

Notice of Proceedings or Adverse Change. Seller shall give notice to Buyer immediately after: (i) the occurrence of any Default or Event of Default; (ii) any (a) default or event of default under any Indebtedness of Seller, or (b) litigation, investigation, regulatory action or proceeding that is pending or threatened by or against Seller in any federal or state court or before any Governmental Authority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to Seller; (iii) any litigation or proceeding that is pending or threatened against (a) Seller in which the amount involved exceeds the Litigation Threshold, in which injunctive or similar relief is sought, or which, would reasonably be expected to have a Material Adverse Effect, and (b) any litigation or proceeding that is pending or threatened in connection with any of the Purchased Assets, which would reasonably be expected to have a Material Adverse Effect; and (iv) as soon as reasonably possible, notice of any of the following events: (A) a change in the insurance coverage of Seller, with a copy of evidence of same attached; (B) any change in accounting policies or financial reporting practices of Seller; (C) promptly upon receipt of notice or knowledge of any Lien or security interest (other than security interests created hereby or under any other Program Document) on, or claim asserted against, any of the Collateral; (D) any Change in Control or any change in direct or indirect ownership or Controlling interest of the direct or indirect owner of Seller; and (E) any other event, circumstance or condition that has resulted, or has a possibility of resulting, in a Material Adverse Effect. (d)

Notice of Proceedings or Adverse Change. Seller shall give notice to Buyer immediately after: (i) the occurrence of any Default or Event of Default; (ii) any (a) default or event of default under any Indebtedness of Seller, or (b) litigation, investigation, regulatory action or proceeding that is pending or threatened by or against Seller in any federal or state court or before any Governmental Authority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to Seller; (iii) any litigation or proceeding that is pending or threatened against (a) Seller in which the amount involved exceeds the Litigation Threshold, in which injunctive or similar relief is sought, or which, would reasonably be expected to have a Material Adverse Effect, Effect and (b) any litigation or proceeding that is pending or threatened in connection with any of the Purchased AssetsMortgage LoansAssets, the Related Purchased Mortgage LoansCollateral, or the Servicing Rights, which would reasonably be expected to have a Material Adverse Effect; and (iv) as soon as reasonably possible, notice of any of the following events: (A) a change in the insurance coverage of Seller, with a copy of evidence of same attached; (B) any change in accounting policies or financial reporting practices of Seller; (C) promptly upon receipt of notice or knowledge of any Lien or security interest (other than security interests created hereby or under any other Program Document) on, or claim asserted against, any of the CollateralPurchased Mortgage LoansAssets, the Related Purchased Mortgage LoansCollateral, or the Servicing Rights; (D) any Change in Control or any change in direct or indirect ownership or Controlling controlling interest of the direct or indirect owner of Seller; and (E) any other event, circumstance or condition that has resulted, or has a possibility of resulting, in a Material Adverse Effect. ; (d)v) Promptly, but no later than [*] after Seller receives notice of the same, (A) any Purchased Mortgage Loan submitted to any third party investor (whole loan or securitization) and rejected for purchase, (B) any request for repurchase of or indemnification for a Purchased Mortgage Loan purchased by a third party investor, (C) the termination or suspension of approval of Seller to sell any Purchased Mortgage Loan to any investor, (D) any other notice received from any third-party investor with respect to the Purchased Mortgage Loans or Seller or (E) any notice of default or notice of termination from the Subservicer; and

Notice of Proceedings or Adverse Change. Seller shall give notice to Buyer immediately after: (i) the occurrence of any Default or Event of Default; (ii) any (a) default or event of default under any Indebtedness of Seller, or (b) litigation, investigation, regulatory action or proceeding that is pending or threatened by or against Seller in any federal or state court or before any Governmental Authority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to Seller; (iii) any litigation or proceeding that is pending or threatened against (a) Seller in which the amount involved exceeds the Litigation Threshold, in which injunctive or similar relief is sought, or which, would reasonably be expected to have a Material Adverse Effect, Effect and (b) any litigation or proceeding that is pending or threatened in connection with any of the Purchased AssetsMortgage Loans, the Related Purchased Mortgage Loans or the Servicing Rights, which would reasonably be expected to have a Material Adverse Effect; and (iv) as soon as reasonably possible, notice of any of the following events: (A) a change in the insurance coverage of Seller, with a copy of evidence of same attached; (B) any change in accounting policies or financial reporting practices of Seller; (C) promptly upon receipt of notice or knowledge of any Lien or security interest (other than security interests created hereby or under any other Program Document) on, or claim asserted against, any of the CollateralPurchased Mortgage Loans, the Related Purchased Mortgage Loans or the Servicing Rights; (D) any Change in Control or any change in direct or indirect ownership or Controlling controlling interest of the direct or indirect owner of Seller; and (E) any other event, circumstance or condition that has resulted, or has a possibility of resulting, in a Material Adverse Effect. (d);

Notice of Proceedings or Adverse Change. The Seller shall give notice to the Buyer immediately afterafter a Responsible Officer of the Seller has any knowledge of: (i) the occurrence of any Default or Event of DefaultDefault or Termination Event; (ii) any (a) default or event of default under any Indebtedness of Seller, the Seller or (b) litigation, investigation, regulatory action or proceeding that is pending or threatened by or against the Seller in any federal or state court or before any Governmental Authority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to the Seller; (iii) any litigation or proceeding that is pending or threatened against (a) the Seller in which the amount involved exceeds the Litigation Threshold$100,000 and is not covered by insurance, in which injunctive or similar relief is sought, or which, would reasonably be expected to have a Material Adverse Effect, Effect and (b) any litigation or proceeding that is pending or threatened in connection with any of the Purchased Repurchase Assets, which which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; and (iv) and, as soon as reasonably possible, notice of any of the following events: (A) a change in the insurance coverage of the Seller, with a copy of evidence of same attached; (B) any material change in accounting policies or financial reporting practices of the Seller; (C) promptly upon receipt of notice or knowledge of any Lien or security interest (other than security interests created hereby or under any other Program Repurchase Document) on, or claim asserted against, any of the Collateral; (D) any Change in Control or any change in direct or indirect ownership or Controlling interest of the direct or indirect owner of SellerRepurchase Assets; and (E) any other event, circumstance or condition that has resulted, or has a possibility of resulting, in a Material Adverse Effect. ; and Promptly, but no later than two (d)2) Business Days after the Seller receives any of the same, deliver to the Buyer a true, complete, and correct copy of any schedule, report, notice, or any other document delivered to the Seller by any Person pursuant to, or in connection with, any of the Repurchase Assets.

Notice of Proceedings or Adverse Change. Seller shall give notice to Buyer immediately after: (i) the occurrence of any Default or Event of Default; (ii) any (a) default or event of default under any Indebtedness of Seller, or (b) litigation, investigation, regulatory action or proceeding that is pending or threatened by or against Seller in any federal or state court or before any Governmental Authority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to Seller; (iii) any litigation or proceeding that is pending or threatened against (a) Seller in which the amount involved exceeds the Litigation Threshold, in which injunctive or similar relief is sought, or which, would reasonably be expected to have a Material Adverse Effect, Effect and (b) any litigation or proceeding that is pending or threatened in connection with any of the Purchased AssetsMortgage Loans, the Related Purchased Mortgage Loans or the Servicing Rights, which would reasonably be expected to have a Material Adverse Effect; and (iv) as soon as reasonably possible, notice of any of the following events: (A) a change in the insurance coverage of Seller, with a copy of evidence of same attached; (B) any change in accounting policies or financial reporting practices of Seller; (C) promptly upon receipt of notice or knowledge of any Lien or security interest (other than security interests created hereby or under any other Program Document) on, or claim asserted against, any of the CollateralPurchased Mortgage Loans, the Related Purchased Mortgage Loans or the Servicing Rights; (D) any Change in Control or any change in direct or indirect ownership or Controlling controlling interest of the direct or indirect owner of Seller; and (E) any other event, circumstance or condition that has resulted, or has a possibility of resulting, in a Material Adverse Effect; (v) Promptly, but no later than [*] after Seller receives notice of the same, (A) any Purchased Mortgage Loan submitted to any third party investor (whole loan or securitization) and rejected for purchase, (B) any request for repurchase of or indemnification for a Purchased Mortgage Loan purchased by a third party investor, (C) the termination or suspension of approval of Seller to sell any Purchased Mortgage Loan to any investor, (D) any other notice received from any third-party investor with respect to the Purchased Mortgage Loans or Seller or (E) any notice of default or notice of termination from the Subservicer; and (vi) Seller receives notice of cancellation of any policy of insurance with respect to the Seller, the Seller’s Property, a Purchased Mortgage Loan or any Mortgaged Property securing a Purchased Mortgage Loan. (d)