Common use of Rapid Amortization Events Clause in Contracts

Rapid Amortization Events. The following shall constitute Rapid Amortization Events with respect to the Notes: (a) default in the payment of any interest on the Notes when the same becomes due and payable or the failure to pay any installment of principal of the Notes in accordance Section 5.03(b) of this Agreement, and such default or failure continues for a period of five Business Days, or a failure to pay the entire Note Principal Amount of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date; (b) failure on the part of the Issuer, the Depositor, the Seller, the Master Servicer or any Originator to observe or perform in any material respect any other material covenants or agreements set forth in the Mortgage Loan Sale Agreement, this Agreement, the Indenture or the related Purchase and Servicing Agreement, as the case may be, which failure materially and adversely affects the Noteholders or the Insurers and continues unremedied for a period of 30 days after written notice of such failure requiring the same to be remedied shall have been given to the Issuer, the Depositor, the Seller, the Master Servicer or any Originator as the case may be, by the Indenture Trustee or the Insurers in accordance with the provisions of the Indenture; (c) the Issuer, the Master Servicer, the Depositor, or the Seller or any of their Subsidiaries or Affiliates shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Depositor, or the Seller or of or relating to all or substantially all of such Person’s property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the Depositor, or the Seller and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Issuer, the Master Servicer, the Depositor, or the Seller shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (d) the Issuer becomes subject to regulation by the Commission as an investment company within the meaning of the Investment Company Act of 1940, as amended; (e) any draw under either Policy remains unreimbursed for a period of 90 days; or (f) An Event of Default under this Agreement, has occurred. In the case of any event described in clauses (a), (b), (e) and (f) above, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described in this Agreement, any of the Indenture Trustee or Holders holding Notes evidencing more than 50% of the Outstanding Amount of the Notes, in each case with the prior written consent of the Controlling Insurer, or the Controlling Insurer, by written notice to the Issuer, the Insurers, the Seller, and the Master Servicer (and to the Indenture Trustee, if given by the Noteholders or the Controlling Insurer) declare that a Rapid Amortization Event has occurred as of the date of such notice. If a Rapid Amortization Event occurs due to the occurrence of (c) or (d) above, a Rapid Amortization Event will automatically occur. If the Seller, the Depositor or the Master Servicer or any other their respective affiliates voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of such entity, on the day of any such filing or appointment with respect to (i) the Seller, or any of its Subsidiaries or Affiliates, no further Additional Balances will be transferred to the Issuer and the Seller will promptly give notice of any such filing or appointment to the Indenture Trustee, (ii) the Master Servicer or any of its Subsidiaries or Affiliates, no further Additional Balances relating to Loans serviced by the Master Servicer will be transferred to the Issuer and the Master Servicer will promptly give notice to the Indenture Trustee and the Insurers (so long as the Notes are Outstanding or any Reimbursement Amounts remain due and owing to an Insurer) of any such filing or appointment and (iii) the Depositor or any of its Subsidiaries or Affiliates, the Depositor will promptly give notice of any such filing or appointment to the Indenture Trustee. Within 15 days, the Indenture Trustee notify the Holders of the Notes of the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the Master Servicer shall only receive principal funds upon the transfer of Additional Balances to the Trust from the Reserve Fund, funded by the purchase of such Additional Balances by the Holder of the Class [ ] Certificate in accordance with Section 2.01(b).

Rapid Amortization Events. The following shall constitute Rapid Amortization Events with respect to the NotesBonds: (a) default in the payment of any interest on the Notes when the same becomes due and payable or the failure to pay any installment of principal of the Notes in accordance Section 5.03(b) of this Agreement, and such default or failure continues for a period of five Business Days, or a failure to pay the entire Note Principal Amount of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date; (b) failure on the part of the Issuer, the DepositorDepositor or the Servicer, as the case may be, (i) to make any payment or deposit required by the terms of this Indenture, the SellerSale and Servicing Agreement or the Insurance Agreement, the Master Servicer within two Business Days after notification that such payment or any Originator deposit is required to be made, or (ii) to observe or perform in any material respect any other material the covenants or agreements set forth in of the Mortgage Loan Sale Agreement, this AgreementIssuer, the Indenture Depositor or the related Purchase and Servicing AgreementServicer, as the case may be, which failure materially set forth in the Sale and adversely affects the Noteholders Servicing Agreement or the Insurers Insurance Agreement or this Indenture, as the case may be, and which, in the case of clause (ii), continues unremedied for a period of 30 60 days after the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given to the Issuer, the DepositorDepositor or the Servicer, the Seller, the Master Servicer or any Originator as the case may be, by the Indenture Trustee Trustee, or to the Issuer, the Depositor or the Insurers Servicer, as the case may be, and the Indenture Trustee by the Insurer or Holders of Bonds evidencing more than 50% of the Outstanding Amount; (b) any representation or warranty made by the Issuer, the Depositor or the Servicer, as the case may be, in this Indenture, the Sale and Servicing Agreement or the Insurance Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Bondholders or the Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Bondholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Depositor or the Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Depositor or the Servicer, as the case may be, and the Indenture Trustee by either the Insurer or the Holders of Bonds evidencing more than 50% of the Outstanding Amount; provided, however, that with respect to any such representation or warranty made with respect to the related Mortgage Loans, a Rapid Amortization Event pursuant to this subparagraph (b) shall not be deemed to have occurred hereunder if the Servicer or the Depositor has accepted retransfer of such related Mortgage Loan or related Mortgage Loans during such period (or such longer period not to exceed an additional 60 days as the Indenture Trustee may specify with the consent of the Insurer) in accordance with the provisions of the Indenturehereof; (c) the Issuer, the Master Servicer, the Depositor, Depositor or the Seller Issuer or any of their Subsidiaries or o r Affiliates shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Depositor, Depositor or the Seller Trust or of or relating to all or substantially all of such Person’s 's property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the Depositor, or Depositor of the Seller Trust and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Issuer, the Master Servicer, the Depositor, Depositor or the Seller Trust shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (d) the Issuer becomes subject to regulation by the Securities and Exchange Commission as an investment company within the meaning of the Investment Company Act of 1940, as amended; (e) any draw is made under either the Policy remains unreimbursed with respect to any Class; (f) an Event of Servicing Termination has occurred; (g) a default in the payment of any Deferred Interest on the Class A Bonds on the Final Maturity Date; and (h) default in the payment of any interest, principal or any installment of principal on the Bonds when the same becomes due and payable, and such default continues for a period of 90 days; or (f) An Event of Default under this Agreement, has occurredfive Business Days. In the case of any event described in clauses (a), ) through (b), (e) and (fh) above, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described in this the Indenture or Sale and Servicing Agreement, any of the Indenture Trustee or Holders holding Notes Class A Bonds evidencing more than 50% of the Outstanding Amount outstanding principal balance of the NotesClass A Bonds, in each case with the prior written consent of the Controlling Insurer, Insurer (so long as no Insurer Default has occurred and is continuing or unless a Rapid Amortization Event described in clause (g) above has occurred) or the Controlling InsurerInsurer (so long as no Insurer Default has occurred and is continuing), by written notice to the IssuerTrust, the InsurersInsurer, the SellerDepositor, and the Master Servicer (and to the Indenture Trustee, if given by the Noteholders Bondholders or the Controlling Insurer) declare that a Rapid Amortization Event has occurred as of the date of such notice. If so directed by the Insurer, so long as no Insurer Default has occurred and is continuing, the Indenture Trustee will and the Insurer (so long as no Insurer Default has occurred and is continuing) or Holders holding Class A Bonds evidencing more than 50% of the outstanding principal balance of the Class A Bonds (if a Rapid Amortization Event occurs due described in clause (g) above has occurred) shall have the right to direct the Indenture Trustee to sell, dispose of or otherwise liquidate the Trust Property with respect to the occurrence Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. So long as no Event of Servicing Termination has occurred and is continuing, any such sale, disposal or liquidation will be "servicing retained" by the Servicer. With respect to the Bonds, the net proceeds of such sale will be paid (ci) or first, to the Holders of the Bonds insofar as may be necessary to reduce the principal balance of such Class, together with all accrued and unpaid interest due thereon, to zero, (dii) abovesecond, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, and (iii) third, to the Residual Certificateholder. In addition to the consequences of a Rapid Amortization Event will automatically occur. If the Sellerdiscussed above, if the Depositor or the Master Servicer or any other their respective affiliates voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of such entitythe Depositor, on the day of any such filing or appointment with respect to (i) the Seller, or any of its Subsidiaries or Affiliates, no further Additional Balances will be transferred to the Issuer Trust and the Seller will promptly give notice of any such filing or appointment to the Indenture Trustee, (ii) the Master Servicer or any of its Subsidiaries or Affiliates, no further Additional Balances relating to Loans serviced by the Master Servicer will be transferred to the Issuer and the Master Servicer Depositor will promptly give notice to the Indenture Trustee and the Insurers (so long as the Notes are Outstanding or any Reimbursement Amounts remain due and owing to an Insurer) Insurer of any such filing or appointment and (iii) the Depositor or any of its Subsidiaries or Affiliates, the Depositor will promptly give notice of any such filing or appointment to the Indenture Trusteeappointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes Bonds of the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the Master Servicer shall only receive principal funds upon the transfer of Additional Balances to the Trust from the Reserve Fund, funded by the purchase of such Additional Balances by the Holder of the Class [ ] Certificate in accordance with Section 2.01(b).

Rapid Amortization Events. (a) The following shall constitute Rapid Amortization Events with respect to the Notes: (a) default in the payment of any interest on the Notes when the same becomes due and payable or the failure to pay any installment of principal of the Notes in accordance Section 5.03(b) of this Agreement, and such default or failure continues for a period of five Business Days, Days or a failure to pay the entire Note Principal Amount principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date;. (b) failure on the part of the Issuer, the DepositorMaster Servicer, the SellerSeller or a Servicer, as the Master Servicer case may be, (i) to make any payment or any Originator to observe or perform in any material respect any other material covenants or agreements set forth in deposit required by the terms of the Mortgage Loan Sale Agreement, this Agreement, the Indenture Indenture, the related Servicing Agreement or the related Purchase Insurance Agreement, as applicable, within two Business Days after notification that such payment or deposit is required to be made, or (ii) to observe or perform in any material respect the covenants or agreements of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, set forth in the Mortgage Loan Sale Agreement, Sale and Servicing Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement, as the case may be, which failure materially and adversely affects which, in the Noteholders or the Insurers and case of clause (ii), continues unremedied for a period of 30 60 days after the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given to the Issuer, the DepositorMaster Servicer, the SellerSeller or a Servicer, the Master Servicer or any Originator as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by the Insurer or the Insurers in accordance with the provisions Holders of Notes evidencing more than 50% of the IndentureOutstanding Amount; (c) the Issuer, the Master Servicer, the Depositor, Seller or the Seller a Servicer or any of their Subsidiaries or Affiliates shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Depositor, Seller or the Seller a Servicer or of or relating to all or substantially all of such Person’s property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the Depositor, Seller or the Seller a Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Issuer, the Master Servicer, the Depositor, Seller or the Seller a Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (d) any representation or warranty made by the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by either the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount; (e) the Issuer becomes subject to regulation by the Commission as an investment company within the meaning of the Investment Company Act of 1940, as amended; (ef) cumulative draws in respect of interest under the Policy exceed 1% of the aggregate Cut-off Date Pool Balance or there is any draw under either Policy remains unreimbursed for a period in respect of 90 daysprincipal; orand (fg) An an Event of Default under Servicing Termination with respect to a Servicer pursuant to the related Servicing Agreement or an Event of Master Servicing Termination pursuant to this Agreement, Agreement has occurred. In the case of any event described in clauses (a), (b), (e), (f) and (fg) above, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described in this the Indenture or Sale and Servicing Agreement, any of the Indenture Trustee or Holders holding Notes evidencing more than 50% of the Outstanding Amount of the NotesAmount, in each case with the prior written consent of the Controlling Insurer, Insurer (so long as no Insurer Default has occurred and is continuing) or the Controlling InsurerInsurer (so long as no Insurer Default has occurred and is continuing), by written notice to the Issuer, the InsurersInsurer, the SellerSponsor, and the Master Servicer (and to the Indenture Trustee, if given by the Noteholders or the Controlling Insurer) declare that a Rapid Amortization Event has occurred as of the date of such notice. If a Rapid Amortization Event occurs solely due to either: (1) a failure on the part of one of the Servicers with respect to (b) above or (2) the occurrence of the event described in (cf) or (d) aboveabove only with respect to one of the Servicers, a Rapid Amortization Event will automatically occuronly apply to the Mortgage Loans serviced by such Servicer. If Following the Selleroccurrence of a Rapid Amortization Event (except for an event with respect to [_________] only described in either (b) or (g) above), if so directed by the Insurer, so long as no Insurer Default has occurred and is continuing, the Depositor Indenture Trustee will sell, dispose of or otherwise liquidate the Master Collateral with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. With respect to the Notes, the net proceeds of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount and any unpaid fees due and owing and to the Owner Trustee any unpaid fees due and owing, (ii) second, to the Holders of each class of Notes, pro rata based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of such class, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (v) fifth, to the Residual Certificateholders, in the order and priority described in Section 5.03(b)(xi), any remaining amounts. In addition to the consequences of a Rapid Amortization Event discussed above, if the Seller or a Servicer or any other their respective affiliates voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of such entitythe Seller or a Servicer, on the day of any such filing or appointment with respect to (i) the Seller, or any of its Subsidiaries or Affiliates, no further Additional Balances will be transferred to the Issuer and the Seller will promptly give notice of any such filing or appointment to the Indenture Trustee, Trustee and (ii) the Master Servicer or any of its Subsidiaries or Affiliatesa Servicer, no further Additional Balances relating to Mortgage Loans serviced by the Master such Servicer will be transferred to the Issuer and the Master such Servicer will promptly give notice to the Indenture Trustee and the Insurers (so long as the Notes are Outstanding or any Reimbursement Amounts remain due and owing to an Insurer) Insurer of any such filing or appointment and (iii) the Depositor or any of its Subsidiaries or Affiliates, the Depositor will promptly give notice of any such filing or appointment to the Indenture Trusteeappointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes of the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the Master related Servicer shall only no longer receive any principal funds upon the transfer of Additional Balances to the Trust from Issuer in respect of the Reserve Fund, funded by the purchase of such Additional Balances Balance Contributed Amount but will be reimbursed directly by the Holder of the Class [ ] L Certificate. The Holder of the Class L Certificate in accordance with will be reimbursed for such payments pursuant to Section 2.01(b5.01(b)(xi).

Rapid Amortization Events. (a) The following shall constitute Rapid Amortization Events with respect to the Notes: (a) default in the payment of any interest on the Notes any Controlling Class Note when the same becomes due and payable or the failure to pay any installment of principal of the Controlling Class Notes in accordance with Section 5.03(b) of this Agreement), and such default or failure continues for a period of five Business Days, or a failure to pay the entire Note Principal Amount principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date;. (b) failure on the part of the Issuer, the DepositorMaster Servicer, the SellerSeller or a Servicer, as the Master Servicer or any Originator case may be, to observe or perform in any material respect any other the material covenants or agreements of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, set forth in the Mortgage Loan Sale Agreement, this Agreement, the Indenture Indenture, the related Transfer Agreement, the related Servicing Agreement or the related Purchase and Servicing Insurance Agreement, as the case may be, and which failure materially and adversely affects the Noteholders or the Insurers and continues unremedied for a period of 30 60 days after the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given to the Issuer, the DepositorMaster Servicer, the SellerSeller or a Servicer, the Master Servicer or any Originator as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by the Insurer or the Insurers in accordance with the provisions Holders of Notes evidencing more than 50% of the IndentureOutstanding Amount of the Controlling Class Notes; (c) the Issuer, the Master Servicer, the Depositor, or the Seller or a Servicer or any of their Subsidiaries or Affiliates shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Depositor, or the Seller or a Servicer or of or relating to all or substantially all of such Person’s property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the Depositor, or the Seller or a Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Issuer, the Master Servicer, the Depositor, or the Seller or a Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (d) the Issuer becomes subject to regulation by the Commission as an investment company within the meaning of the Investment Company Act of 1940, as amended; (e) cumulative draws in respect of interest under the Policy exceed 1% of the aggregate Cut-off Date Pool Balance or there is any draw under either Policy remains unreimbursed for a period in respect of 90 daysprincipal; orand (f) An an Event of Default under Servicing Termination with respect to a Servicer pursuant to the related Servicing Agreement or an Event of Master Servicer Termination pursuant to this Agreement, Agreement has occurred. In the case of any event described in clauses (a), (b), (e) and (f) above, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described in this Agreement, any of the Indenture Trustee or Holders holding Notes evidencing more than 50% of the Outstanding Amount of the Controlling Class Notes, in each case with the prior written consent of the Controlling Insurer, Insurer (so long as the Class A Notes are Outstanding and no Insurer Default has occurred and is continuing) or the Controlling InsurerInsurer (so long as the Class A Notes are Outstanding and no Insurer Default has occurred and is continuing), by written notice to the Issuer, the InsurersInsurer, the Seller, and the Master Servicer (and to the Indenture Trustee, if given by the Noteholders or the Controlling Insurer) declare that a Rapid Amortization Event has occurred as of the date of such notice. If a Rapid Amortization Event occurs due to the occurrence of (c) or (d) above, a Rapid Amortization Event will automatically occur. If Following the Selleroccurrence of a Rapid Amortization Event, if so directed by the Insurer, so long as the Class A Notes are Outstanding and no Insurer Default has occurred and is continuing, the Depositor Indenture Trustee or its designated agent will and with the Master consent of the Insurer may, sell, dispose of or otherwise liquidate the Collateral with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. With respect to the Notes, the net proceeds of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount (without regard the caps included in the definition of Indenture Trustee Expense Amount) and to the Owner Trustee any unpaid fees due and owing to it, (ii) second, to the Holders of the Class A Notes, insofar as may be necessary to reduce the Note Principal Balance of such Class, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Holders of the Class M1 and Class M2 Notes sequentially in that order, pro rata within each Class based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of each such Class, together with all accrued and unpaid interest due thereon, to zero, (v) fifth, pro rata to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing to them, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (vi) sixth, to the Residual Certificateholders, in the order and priority described in Section 5.03(b)(xv), any remaining amounts. In addition to the consequences of a Rapid Amortization Event discussed above, if the Seller or a Servicer or any other their respective affiliates voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of such entitythe Seller or a Servicer, on the day of any such filing or appointment with respect to (i) the Seller, or any of its Subsidiaries or Affiliates, no further Additional Balances will be transferred to the Issuer and the Seller will promptly give notice of any such filing or appointment to the Indenture Trustee, Trustee and (ii) the Master Servicer or any of its Subsidiaries or Affiliatesa Servicer, no further Additional Balances relating to Mortgage Loans serviced by the Master such Servicer will be transferred to the Issuer and the Master such Servicer will promptly give notice to the Indenture Trustee and the Insurers Insurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to an InsurerOutstanding) of any such filing or appointment and (iii) the Depositor or any of its Subsidiaries or Affiliates, the Depositor will promptly give notice of any such filing or appointment to the Indenture Trusteeappointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes of the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the Master Servicer shall only receive principal funds upon the transfer of Additional Balances to the Trust from the Reserve Fund, funded by the purchase of such Additional Balances by the Holder of the Class [ ] L Certificate in accordance with Section 2.01(b).

Rapid Amortization Events. The following shall constitute Rapid Amortization Events with respect to the Notes: (a) default in the payment of any interest on the Notes when the same becomes due and payable or the failure to pay any installment of principal of the Notes in accordance Section 5.03(b) of this Agreement, and such default or failure continues for a period of five Business Days, Days or a failure to pay the entire Note Principal Amount principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date;. (b) failure on the part of the Issuer, the DepositorMaster Servicer, the SellerSeller or a Servicer, as the Master Servicer case may be, (i) to make any payment or any Originator to observe or perform in any material respect any other material covenants or agreements set forth in deposit required by the terms of the Mortgage Loan Sale Agreement, this Agreement, the Indenture Indenture, the related Servicing Agreement or the related Purchase Insurance Agreement, as applicable, within two Business Days after notification that such payment or deposit is required to be made, or (ii) to observe or perform in any material respect the covenants or agreements of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, set forth in the Mortgage Loan Sale Agreement, Transfer and Servicing Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement, as the case may be, which failure materially and adversely affects which, in the Noteholders or the Insurers and case of clause (ii), continues unremedied for a period of 30 60 days after the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given to the Issuer, the DepositorMaster Servicer, the SellerSeller or a Servicer, the Master Servicer or any Originator as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by the Insurer or the Insurers in accordance with the provisions Holders of Notes evidencing more than 50% of the IndentureOutstanding Amount; (c) the Issuer, the Master Servicer, the Depositor, Seller or the Seller a Servicer or any of their Subsidiaries or Affiliates shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Depositor, Seller or the Seller a Servicer or of or relating to all or substantially all of such Person’s property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the Depositor, Seller or the Seller a Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Issuer, the Master Servicer, the Depositor, Seller or the Seller a Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (d) any representation or warranty made by the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by either the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount; (e) the Issuer becomes subject to regulation by the Commission as an investment company within the meaning of the Investment Company Act of 1940, as amended; (ef) cumulative draws in respect of interest under the Policy exceed 1% of the aggregate Cut-off Date Pool Balance or there is any draw under either Policy remains unreimbursed for a period in respect of 90 daysprincipal; orand (fg) An an Event of Default under Servicing Termination with respect to a Servicer pursuant to the related Servicing Agreement or an Event of Master Servicing Termination pursuant to this Agreement, Agreement has occurred. In the case of any event described in clauses (a), (b), (e), (f) and (fg) above, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described in this the Indenture or Transfer and Servicing Agreement, any of the Indenture Trustee or Holders holding Notes evidencing more than 50% of the Outstanding Amount of the NotesAmount, in each case with the prior written consent of the Controlling Insurer, Insurer (so long as no Insurer Default has occurred and is continuing) or the Controlling InsurerInsurer (so long as no Insurer Default has occurred and is continuing), by written notice to the Issuer, the InsurersInsurer, the SellerSponsor, and the Master Servicer (and to the Indenture Trustee, if given by the Noteholders or the Controlling Insurer) declare that a Rapid Amortization Event has occurred as of the date of such notice. If a Rapid Amortization Event occurs solely due to either: (1) a failure on the part of one of the Servicers with respect to (b) above or (2) the occurrence of the event described in (cf) or (d) aboveabove only with respect to one of the Servicers, a Rapid Amortization Event will automatically occuronly apply to the Mortgage Loans serviced by such Servicer. If Following the Selleroccurrence of a Rapid Amortization Event (except for an event with respect to [_________] only described in either (b) or (g) above), if so directed by the Insurer, so long as no Insurer Default has occurred and is continuing, the Depositor Indenture Trustee will sell, dispose of or otherwise liquidate the Master Collateral with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. With respect to the Notes, the net proceeds of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount and any unpaid fees due and owing and to the Owner Trustee any unpaid fees due and owing, (ii) second, to the Holders of each class of Notes, pro rata based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of such class, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (v) fifth, to the Residual Certificateholders, in the order and priority described in Section 5.03(b)(xi), any remaining amounts. In addition to the consequences of a Rapid Amortization Event discussed above, if the Seller or a Servicer or any other their respective affiliates voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of such entitythe Seller or a Servicer, on the day of any such filing or appointment with respect to (i) the Seller, or any of its Subsidiaries or Affiliates, no further Additional Balances will be transferred to the Issuer and the Seller will promptly give notice of any such filing or appointment to the Indenture Trustee, Trustee and (ii) the Master Servicer or any of its Subsidiaries or Affiliatesa Servicer, no further Additional Balances relating to Mortgage Loans serviced by the Master such Servicer will be transferred to the Issuer and the Master such Servicer will promptly give notice to the Indenture Trustee and the Insurers (so long as the Notes are Outstanding or any Reimbursement Amounts remain due and owing to an Insurer) Insurer of any such filing or appointment and (iii) the Depositor or any of its Subsidiaries or Affiliates, the Depositor will promptly give notice of any such filing or appointment to the Indenture Trusteeappointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes of the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the Master related Servicer shall only no longer receive any principal funds upon the transfer of Additional Balances to the Trust from Issuer in respect of the Reserve Fund, funded by the purchase of such Additional Balances Balance Contributed Amount but will be reimbursed directly by the Holder of the Class [ ] L Certificate. The Holder of the Class L Certificate in accordance with will be reimbursed for such payments pursuant to Section 2.01(b5.01(b)(xi).

Rapid Amortization Events. The following shall constitute Rapid Amortization Events with respect to the Notes: (a) default in the payment of any interest on the Notes when the same becomes due and payable or the failure to pay any installment of principal of the Notes in accordance Section 5.03(b) of this Agreement, and such default or failure continues for a period of five Business Days, or a failure to pay the entire Note Principal Amount of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date; (b) failure on the part of the Issuer, the Depositor, the Seller, the Master Servicer or any Originator to observe or perform in any material respect any other material covenants or agreements set forth in the Mortgage Loan Sale Agreement, this Agreement, the Indenture or the related Purchase and Servicing Transfer Agreement, as the case may be, which failure materially and adversely affects the Noteholders or the Insurers and continues unremedied for a period of 30 days after written notice of such failure requiring the same to be remedied shall have been given to the Issuer, the Depositor, the Seller, the Master Servicer or any Originator as the case may be, by the Indenture Trustee or the Insurers in accordance with the provisions of the Indenture; (c) the Issuer, the Master Servicer, the Depositor, or the Seller or any of their Subsidiaries or Affiliates shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Depositor, or the Seller or of or relating to all or substantially all of such Person’s property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the Depositor, or the Seller and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Issuer, the Master Servicer, the Depositor, or the Seller shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (d) the Issuer becomes subject to regulation by the Commission as an investment company within the meaning of the Investment Company Act of 1940, as amended; (e) any draw under either Policy remains unreimbursed for a period of 90 days; or (f) An Event of Default Servicer Termination under this Agreement, has occurred. In the case of any event described in clauses (a), (b), (e) and (f) above, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described in this Agreement, any of the Indenture Trustee or Holders holding Notes evidencing more than 50% of the Outstanding Amount of the Notes, in each case with the prior written consent of the Controlling Insurer, or the Controlling Insurer, by written notice to the Issuer, the Insurers, the Seller, and the Master Servicer (and to the Indenture Trustee, if given by the Noteholders or the Controlling Insurer) declare that a Rapid Amortization Event has occurred as of the date of such notice. If a Rapid Amortization Event occurs due to the occurrence of (c) or (d) above, a Rapid Amortization Event will automatically occur. If the Seller, the Depositor or the Master Servicer or any other their respective affiliates voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of such entity, on the day of any such filing or appointment with respect to (i) the Seller, or any of its Subsidiaries or Affiliates, no further Additional Balances will be transferred to the Issuer and the Seller will promptly give notice of any such filing or appointment to the Indenture Trustee, (ii) the Master Servicer or any of its Subsidiaries or Affiliates, no further Additional Balances relating to Loans serviced by the Master Servicer will be transferred to the Issuer and the Master Servicer will promptly give notice to the Indenture Trustee and the Insurers (so long as the Notes are Outstanding or any Reimbursement Amounts remain due and owing to an Insurer) of any such filing or appointment and (iii) the Depositor or any of its Subsidiaries or Affiliates, the Depositor will promptly give notice of any such filing or appointment to the Indenture Trustee. Within 15 days, the Indenture Trustee notify the Holders of the Notes of the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the Master Servicer shall only receive principal funds upon the transfer of Additional Balances to the Trust from the Reserve Fund, funded by the purchase of such Additional Balances by the Holder of the Class [ ] L Certificate in accordance with Section 2.01(b).