Common use of Rapid Amortization Events Clause in Contracts

Rapid Amortization Events. If any one of the following events shall occur during the Managed Amortization Period: (a) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of this Agreement, on or before the date occurring three Business Days after the date such payment or deposit is required to be made herein, or (ii) duly to observe or perform in any material respect the covenants of the Transferor set forth in Section 2.04(a) or (iii) duly to observe or perform in any material respect any other covenants or agreements of the Transferor set forth in this Agreement, which failure, in each case, materially and adversely affects the interests of the Certificateholders or the Credit Enhancer and which, in the case of clause (iii), continues unremedied and continues to affect materially and adversely the interests of the Certificateholders 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 Transferor by the Trustee, or to the Transferor and the Trustee by the Holders of Investor Certificates evidencing Voting Rights aggregating not less than 51%; (b) any representation or warranty made by the Transferor or the Depositor in this Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Investor Certificateholders or the Credit Enhancer 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 Certificateholders or the Credit Enhancer 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 Transferor or the Depositor, as the case may be, by the Trustee, or to the Transferor, the Depositor and the Trustee by either the Credit Enhancer or the Holders of Investor Certificates evidencing Voting Rights aggregating not less than 51%; provided, however, that a Rapid Amortization Event pursuant to this subparagraph (b) shall not be deemed to have occurred hereunder if the Transferor has accepted retransfer of the related Mortgage Loan or Mortgage Loans during such period (or such longer period (not to exceed an additional 60 days) as the Trustee may specify) in accordance with the provisions hereof; (c) the Transferor or the Depositor 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 Transferor or the Depositor, 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 Transferor or the Depositor and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Transferor or the Depositor 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 Trust shall become subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (e) the aggregate of all draws under the Policy exceeds __% of the Initial Cut-Off Date Pool Balance; then, in the case of any event described in subparagraph (a) or (b) after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee, the Credit Enhancer or the Holders of Investor Certificates evidencing Voting Rights aggregating more than 51%, by notice given in writing to the Transferor, the Depositor and the Servicer (and to the Trustee if given by either the Credit Enhancer or the Investor Certificateholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of such notice, and in the case of any event described in subparagraph (c), (d) or (e), a Rapid Amortization Event shall occur without any notice or other action on the part of the Trustee, the Credit Enhancer or the Investor Certificateholders, immediately upon the occurrence of such event.

Rapid Amortization Events. If any one of the following events shall occur during the Revolving Period or the Managed Amortization Period: (a) failure on the part of the Transferor Servicer (i) to make any payment or deposit required by the terms of this Agreement, on or before the date occurring three five (5) Business Days after the date such payment or deposit is required to be made herein, or (ii) duly to observe or perform in any material respect the covenants of the Transferor set forth in Section 2.04(a) or (iii) duly to observe or perform in any material respect any other covenants or agreements of the Transferor Servicer set forth in this Agreement, which failure, in each casethe case of clause (ii), materially and adversely affects the interests of the Certificateholders or the Credit Enhancer Certificate Insurer, and which, in the case of clause (iii), continues unremedied and continues to affect materially and adversely the interests of the Certificateholders for a period of 60 sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor Servicer by the Trustee, the Certificate Insurer or to the Transferor and the Trustee by the Holders of Investor Certificates Certificateholders evidencing Voting Rights Percentage Interests aggregating not less than 51%; (b) any representation or warranty made by the Transferor or the Depositor Servicer in this Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Investor Certificateholders or the Credit Enhancer Certificate 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 Certificateholders or the Credit Enhancer Certificate Insurer for a period of 60 sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor or the Depositor, as the case may be, Servicer by the Trustee, or to the Transferor, the Depositor Servicer and the Trustee by either the Credit Enhancer Certificate Insurer or the Holders of Investor Certificates Certificateholders evidencing Voting Rights Percentage Interests aggregating not less than 51%; provided, however, that a Rapid Amortization Event pursuant to this subparagraph (b) shall not be deemed to have occurred hereunder if the Transferor has accepted retransfer transfer of the related Mortgage Home Equity Loan or Mortgage Home Equity Loans during such period (or such longer period (not to exceed an additional 60 sixty (60) days) as the Trustee Trustee, with the consent of the Certificate Insurer, which consent shall not be unreasonably withheld, may specify) in accordance with the provisions hereof; (c) the Transferor or the Depositor 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 Transferor or the Depositor, or of or relating to all or substantially all of such Person's its 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 Transferor or the Depositor and such decree or order shall have remained in force undischarged or unstayed for a period of 30 sixty (60) days; or the Transferor or the Depositor 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 Trust shall become subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; (e) any Servicer Default shall occur; or (ef) the aggregate occurrence of all draws under the Policy exceeds __% a "Trigger Event" specified in Section 6.1 of the Initial Cut-Off Date Pool BalanceInsurance Agreement with respect to which the Certificate Insurer may declare, and has declared, a Rapid Amortization Event to occur; then, in the case of any event described in subparagraph (a), (b) or (be) after the applicable grace or cure period, if any, set forth in such subparagraphs, either the Trustee, the Credit Enhancer Trustee or Certificateholders evidencing Percentage Interests aggregating not less than 51% or the Holders Certificate Insurer (so long as there is no default by the Certificate Insurer in the performance of Investor Certificates evidencing Voting Rights aggregating more than 51%its obligations under the Certificate Insurance Policy), by notice given in writing to the Transferor, the Depositor Transferor and the Servicer (and to the Trustee if given by either the Credit Enhancer Certificate Insurer or the Investor Certificateholders) may declare that an early amortization event (a "Rapid Amortization Event") Event has occurred as of the date of such notice, and in . In the case of any event described in subparagraph subparagraphs (c), (d) or (ed), a Rapid Amortization Event shall occur without any notice or other action on the part of the Trustee, the Credit Enhancer Certificate Insurer or the Investor Certificateholders, immediately upon the occurrence of such event. In the case of any event described in subparagraph (f), a Rapid Amortization Event shall be deemed to have occurred only if, after the applicable grace or cure period, if any, set forth in the Insurance Agreement, the Certificate Insurer gives written notice to the Transferor, the Servicer and the Trustee that a Rapid Amortization Event has occurred.

Rapid Amortization Events. If any one of the following events shall occur during the Managed Amortization Period: (a) failure on the part of the Transferor Servicer (i) to make any payment or deposit required by the terms of this Agreement, on or before the date occurring three five (5) Business Days after the date such payment or deposit is required to be made herein, or (ii) duly to observe or perform in any material respect the covenants of the Transferor set forth in Section 2.04(a) 2.04 or (iii) duly to observe or perform in any material respect any other covenants or agreements of the Transferor Servicer set forth in this Agreement, which failure, in each case, materially and adversely affects the interests of the Certificateholders or the Credit Enhancer Certificate Insurer and which, in the case of clause (iii), continues unremedied and continues to affect materially and adversely the interests of the Certificateholders for a period of 60 sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor Servicer by the Trustee, or to the Transferor Servicer and the Trustee by the Certificate Insurer or the Holders of Investor Certificates evidencing Voting Rights Percentage Interests aggregating not less than 51%; (b) any representation or warranty made by the Transferor or the Depositor Servicer in this Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Investor Certificateholders or the Credit Enhancer Certificate 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 Investor Certificateholders or the Credit Enhancer Certificate Insurer for a period of 60 sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor or the Depositor, as the case may be, Servicer by the Trustee, or to the Transferor, the Depositor Servicer and the Trustee by either the Credit Enhancer Certificate Insurer or the Holders of Investor Certificates evidencing Voting Rights Percentage Interests aggregating not less than 51%; provided, however, that a Rapid Amortization Event pursuant to this subparagraph (b) shall not be deemed to have occurred hereunder if the Transferor has Servicer have accepted retransfer of the related Mortgage Loan or Mortgage Loans during such period (or such longer period (not to exceed an additional 60 days) as the Trustee Trustee, with the consent of the Certificate Insurer, may specify) in accordance with the provisions hereof; (c) the Transferor Seller or the Depositor Servicer 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 Transferor Seller or the Depositor, Servicer or of or relating to all or substantially all of such Person's its 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 Transferor Seller or the Depositor Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 30 thirty (30) days; or the Transferor Seller or the Depositor 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 Trust shall become subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; (e) any Event of Default shall occur; (f) the aggregate of Insured Payments under the Certificate Insurance Policy exceeds 1% of the Pool Balance as of the Cut-off Date; or (eg) the aggregate Seller or the Servicer becomes subject to a tax lien and not released within sixty (60) days of all draws under the Policy exceeds __% of the Initial Cut-Off Date Pool Balanceits attachment; then, in the case of any event described in subparagraph (a), (b) or (be) after the applicable grace period, if any, set forth in such subparagraphs, either the TrusteeCertificate Insurer, the Credit Enhancer Trustee or the Holders of Investor Certificates evidencing Voting Rights Percentage Interests aggregating more than 51%, with the consent of the Certificate Insurer, by notice given in writing to the Transferor, the Depositor Seller and the Servicer (and to the Trustee if given by either the Credit Enhancer Certificate Insurer or the Investor Certificateholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of such notice, and in the case of any event described in subparagraph subparagraphs (c), (d), (f) or (eg), a Rapid Amortization Event shall occur without any notice or other action on the part of the Trustee, the Credit Enhancer Certificate Insurer or the Investor Certificateholders, immediately upon the occurrence of such event.

Rapid Amortization Events. If any one Any of the following events occurrences shall occur during the Managed constitute a "Rapid Amortization Period:------------------ Event": ----- (a) failure on the part of the Transferor Servicer or Seller (i) to make any a payment or deposit required by under the terms of this Agreement, on or before the date occurring three Sale and Servicing Agreement within five Business Days after the date such payment or deposit is required to be made herein, or (ii) duly to observe or perform in any material respect the covenants of the Transferor set forth in Section 2.04(a) or (iii) duly to observe or perform in any material respect any other covenants or agreements of the Transferor Seller set forth in this the Sale and Servicing Agreement, which failure, in each case, materially and adversely affects the interests of the Certificateholders or the Credit Enhancer and which, in the case of clause (iii), failure continues unremedied and continues to affect materially and adversely the interests of the Certificateholders 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 Transferor by the Trustee, or to the Transferor and the Trustee by the Holders of Investor Certificates evidencing Voting Rights aggregating not less than 51%notice; (b) any representation or warranty made by the Transferor or Seller in the Depositor in this Sale and Servicing Agreement shall prove proves to have been incorrect in any material respect when made, made and continues to be incorrect in any material respect for a period of 60 days after written notice and as a result of which the interests of the Investor Certificateholders Noteholders or the Credit Enhancer 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 Certificateholders or the Credit Enhancer 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 Transferor or the Depositor, as the case may be, by the Trustee, or to the Transferor, the Depositor and the Trustee by either the Credit Enhancer or the Holders of Investor Certificates evidencing Voting Rights aggregating not less than 51%affected; provided, -------- however, that a Rapid Amortization Event pursuant to this subparagraph (b) shall not be deemed to have occurred hereunder occur if the Transferor has accepted retransfer of the related such ------- representation or warranty relates to a Mortgage Loan and the Seller has reacquired or made a substitution for such Mortgage Loans Loan during such period (or such longer period (not to exceed within an additional 60 days) as days with the Trustee may specifyprior written consent of the Insurer) in accordance with the provisions hereofof the Sale and Servicing Agreement; (c) the Transferor entry of a decree or order for relief by a court having jurisdiction in respect of the Seller in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Seller or of any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; (d) the commencement by the Seller, of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or the Depositor shall voluntarily go into liquidation, consent by the Seller to the appointment of or taking possession by a conservator receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or receiver other similar official of the Seller or liquidator or similar person in of any insolvency, readjustment substantial part of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor its property or the Depositor, or making by the Seller 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 Transferor or the Depositor and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Transferor or the Depositor 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 the failure by the Seller generally to pay its debts as such debts become due or the taking of its obligationscorporate or other organizational action by the Seller in furtherance of any of the foregoing; (de) the Trust shall become becomes subject to registration regulation by the Securities and Exchange Commission as an "investment company" under company within the meaning of the Investment Company Act of 1940, as amended; (f) the occurrence of an Event of Servicing Termination; (g) a draw is made under the Policy; or (eh) a default in the aggregate payment of all draws under any interest on the Policy exceeds __% Notes when the same becomes due and payable and the continuance of such default for a period of five days or a default in the payment in full of the Initial Cut-Off Date Pool Balance; then, in Note Balance on the Note Maturity Date. In the case of any event described in subparagraph clause (a) or through (b) g), a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, set forth described herein or the Sale and Servicing Agreement either (i)(A) the Insurer or (B) the Indenture Trustee or Noteholders evidencing at least 51% of the Note Balance, in such subparagraphseach case, either with the Trusteeprior written consent of the Insurer, by written notice to the Insurer, the Credit Enhancer or the Holders of Investor Certificates evidencing Voting Rights aggregating more than 51%, by notice given in writing to the TransferorSeller, the Depositor Rating Agencies, and the Servicer (and to the Trustee Indenture Trustee, if given by either the Credit Enhancer Noteholders or the Investor CertificateholdersInsurer; provided that, in the event such a declaration is made by the Insurer, the Insurer shall give notice thereof to the Indenture Trustee and the Indenture Trustee shall forward such notice to each of the above-mentioned parties (including the Noteholders)) may declare that an early amortization event (a "Rapid Amortization Event") Event has occurred as of the date of such notice, and or (ii) in the case of any event described in subparagraph clause (ch), (d) the Indenture Trustee or (e), Noteholders evidencing at least 51% of the Note Balance by such written notice declare that a Rapid Amortization Event shall occur without any notice or other action on the part has occurred as of the Trustee, the Credit Enhancer or the Investor Certificateholders, immediately upon the occurrence date of such eventnotice.

Rapid Amortization Events. If any one of the following ------------------------- events shall occur during the Managed Amortization Period: (a) failure on the part of the Transferor Sponsor (i) to make any payment or deposit required by the terms of this Agreement, on or before the date occurring three Business Days after the date such payment or deposit is required to be made herein, or (ii) duly to observe or perform in any material respect the covenants of the Transferor Depositor set forth in Section 2.04(a) 2.05 or (iii) duly to observe or perform in any material respect any other covenants or agreements of the Transferor Sponsor set forth in this Agreement, which failure, in each case, materially and adversely affects the interests of the Certificateholders or the Credit Enhancer and which, in the case of clause (iii), continues unremedied and continues to affect materially and adversely the interests of the Certificateholders Certificate- holders 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 Transferor Sponsor by the Trustee, or to the Transferor Sponsor and the Trustee by the Holders of Investor Certificates evidencing Voting Rights Percentage Interests aggregating not less than 51%; (b) any representation or warranty made by the Transferor Sponsor or the Depositor in this Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Investor Certificateholders or the Credit Enhancer 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 Certificateholders or the Credit Enhancer 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 Transferor Sponsor or the Depositor, as the case may be, by the Trustee, or to the TransferorSponsor, the Depositor and the Trustee by either the Credit Enhancer or the Holders of Investor Certificates evidencing Voting Rights Percentage Interests aggregating not less than 51%; provided, however, that a Rapid Amortization Event -------- ------- pursuant to this subparagraph (b) shall not be deemed to have occurred hereunder if the Transferor Sponsor has accepted retransfer of the related Mortgage Loan or Mortgage Loans or made a substitution therefor during such period (or such longer period (not to exceed an additional 60 days) as the Trustee may specify) in accordance with the provisions hereof; (c) the Transferor or the Depositor 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 Transferor or the Depositor, 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 Transferor Trans- feror or the Depositor and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Transferor Trans- feror or the Depositor 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 Trust shall become subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (e) the aggregate of all draws under the Policy exceeds __1% of the Initial Cut-Off off Date Pool Balance; then, in the case of any event described in subparagraph (a) or (b) after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee, the Credit Enhancer or the Holders of Investor Certificates evidencing Voting Rights Percentage Interests aggregating more than 51%, by notice given in writing to the Transferor, the Depositor and the Master Servicer (and to the Trustee if given by either the Credit Enhancer or the Investor CertificateholdersCertificate- holders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of such notice, and in the case of any event described in subparagraph (c), (d) or (e), a Rapid Amortization Event shall occur without any notice or other action on the part of the Trustee, the Credit Enhancer or the Investor Certificateholders, immediately upon the occurrence of such event.

Rapid Amortization Events. If any one of the following events shall occur during the Managed Amortization Period: (a) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of this Agreement, on or before the date occurring three Business Days after the date such payment or deposit is required to be made herein, or (ii) duly to observe or perform in any material respect the covenants of the Transferor set forth in Section 2.04(a) or (iii) duly to observe or perform in any material respect any other covenants or agreements of the Transferor set forth in this Agreement, which failure, in each case, materially and adversely affects the interests of the Certificateholders or the Credit Enhancer and which, in the case of clause (iii), continues unremedied and continues to affect materially and adversely the interests of the Certificateholders 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 Transferor by the Trustee, or to the Transferor and the Trustee by the Holders of Investor Certificates evidencing Voting Rights aggregating not less than 51%; (b) any representation or warranty made by the Transferor or the Depositor in this Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Investor Certificateholders or the Credit Enhancer 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 Certificateholders or the Credit Enhancer 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 Transferor or the Depositor, as the case may be, by the Trustee, or to the Transferor, the Depositor and the Trustee by either the Credit Enhancer or the Holders of Investor Certificates evidencing Voting Rights aggregating not less than 51%; providedPROVIDED, howeverHOWEVER, that a Rapid Amortization Event pursuant to this subparagraph (b) shall not be deemed to have occurred hereunder if the Transferor has accepted retransfer of the related Mortgage Loan or Mortgage Loans during such period (or such longer period (not to exceed an additional 60 days) as the Trustee may specify) in accordance with the provisions hereof; (c) the Transferor or the Depositor 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 Transferor or the Depositor, 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 Transferor or the Depositor and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Transferor or the Depositor 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 Trust shall become subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (e) the aggregate of all draws under the Policy exceeds __% of the Initial Cut-Off Date Pool Balance; then, in the case of any event described in subparagraph (a) or (b) after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee, the Credit Enhancer or the Holders of Investor Certificates evidencing Voting Rights aggregating more than 51%, by notice given in writing to the Transferor, the Depositor and the Servicer (and to the Trustee if given by either the Credit Enhancer or the Investor Certificateholders) may declare that an early amortization event (a "Rapid Amortization EventRAPID AMORTIZATION EVENT") has occurred as of the date of such notice, and in the case of any event described in subparagraph (c), (d) or (e), a Rapid Amortization Event shall occur without any notice or other action on the part of the Trustee, the Credit Enhancer or the Investor Certificateholders, immediately upon the occurrence of such event.

Rapid Amortization Events. If any one of the following ------------------------- events shall occur during the Managed Amortization Period: (a) failure on the part of the Transferor or the Seller (i) to make any payment or deposit required by the terms of this Agreement or the Insurance Agreement, on or before the date occurring three within two Business Days after the date notification thereof such payment or deposit is required to be made herein, or (ii) duly to observe or perform in any material respect the covenants of the Transferor set forth in Section 2.04(a) or (iii) duly to observe or perform in any material respect any other covenants or agreements of the Transferor set forth in this Agreement or the Insurance Agreement, which failure, in each case, materially and adversely affects the interests of the Certificateholders or the Credit Enhancer and which, in the case of clause (iii), continues unremedied and continues to affect materially and adversely the interests of the Certificateholders 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 Transferor by the Trustee, or to the Transferor and the Trustee by the Holders of Investor Certificates evidencing Voting Rights aggregating not less than 51%; (b) any representation or warranty made by the Transferor or the Depositor in this 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 Investor Certificateholders or the Credit Enhancer 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 Certificateholders or the Credit Enhancer 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 Transferor or the Depositor, as the case may be, by the Trustee, or to the Transferor, the Depositor and the Trustee by either the Credit Enhancer or the Holders of Investor Certificates evidencing Voting Rights aggregating not less than 51%; provided, however, that a Rapid Amortization Event pursuant to this -------- ------- subparagraph (b) shall not be deemed to have occurred hereunder if the Transferor has accepted retransfer of the related Mortgage Loan or Mortgage Loans during such period (or such longer period (not to exceed an additional 60 days) as the Trustee may specify) in accordance with the provisions hereof;; 104 (c) the Transferor Transferor, the Seller or the Depositor 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 Transferor or the Depositor, 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 Transferor or the Depositor and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Transferor Transferor, the Seller or the Depositor 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 Trust shall become subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or; (e) the aggregate of all draws under the Policy exceeds __1% of the Initial Cut-Off Date Pool Balance; then; (f) if any of the transaction documents shall cease to be in full force and effect or the security interest of the Trustee in the Trust shall cease to be a first priority perfected security interest; (g) the occurrence of a Change in Control with respect to the Headlands; (h) the occurrence of any material breach by Headlands of the provisions of its Credit Agreements during the term of the Trust; (i) failure by the Servicer, if the Servicer is Headlands, to maintain a minimum volume in its mortgage servicing portfolio of $2 billion, calculated by outstanding principal balances of mortgage loans serviced, in accordance with the Servicer's credit and collection policy; (j) at the end of each calendar quarter commencing on March 30, 1997, failure by Headlands to maintain (a) "shareholder's equity" according to GAAP, of $15 million 105 or (b) a maximum ratio of total liabilities to shareholder's equity according to GAAP of 20 to 1; (k) the failure by the Seller or the Servicer to implement the CPI servicing system or a servicing system mutually acceptable to the Servicer and the Certificate Insurer within 90 days after the availability of the system; (l) for each Distribution Date commencing on the third Distribution Date, the percentage equivalent of a fraction the numerator of which is equal to the average of the aggregate Asset Balances on such date of all Mortgage Loans with respect to which principal or interest are at least 60 days delinquent as of the last day of each of the three immediately preceding Collection Periods, and the denominator of which is equal to the average of the Pool Balance as of the last day of each of the three immediately preceding Collection Periods shall exceed 4%; or (m) for each Distribution Date commencing on the third Distribution Date, the percentage equivalent of a fraction, the numerator of which is equal to the average of the aggregate Asset Balances on such date of all defaulted Mortgage Loans (excluding Liquidated Mortgage Loans) as to which (i) collection procedures are ongoing and (ii) the Servicer has charged off all or a portion of the related Asset Balance as of the last day of each of the three immediately preceding collection Periods, and the denominator of which is equal to the average of the Pool Balance as of the last day of each of the three immediately preceding Collection Periods shall exceed 2%. In the case of any event described in subparagraph (a) or (b) above, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, set forth described in such subparagraphsclauses, either (i) the Trustee, the Credit Enhancer Trustee or the Holders of Investor Certificateholders holding Certificates evidencing Voting Rights aggregating in the aggregate more than 51%% of the Voting Rights, with the consent of the Certificate Insurer, or (ii) the Certificate Insurer (so long as there is no default by the Certificate Insurer in the performance of its obligations under the Policy), by written notice given in writing to the Transferor, the Depositor and the Servicer (and to the Trustee Trustee, if given by either the Credit Enhancer or the Investor Certificateholders) may declare that an early amortization event (a "Rapid Amortization Event") Event has occurred as of the date of such notice, and in the case of any event described in subparagraph ; provided that with respect to -------- clauses (c), (d) or and (e), ) a Rapid Amortization Event shall occur without any notice or other action on the part of the Trustee, the Credit Enhancer or the Investor Certificateholders, immediately upon the occurrence of such, without any such eventnotice. In addition, the Certificate Insurer may declare a Rapid Amortization Event to have occurred as of the date of notice thereof upon the occurrence of a Trigger Event other than as set forth at Sections 6.01(ii), (iv) or (v) of the Insurance Agreement. 106 In addition to the consequences of a Rapid Amortization Event discussed above, if the Transferor voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Transferor, on the day of any such filing or appointment no further Additional Balances will be transferred to the Trust, the Transferor will immediately cease to transfer Additional Balances to the Trust and the Transferor will promptly give notice to the Trustee and the Certificate Insurer of any such filing or appointment. Within 15 days, the Trustee will publish a notice of the liquidation or the filing or appointment stating that the Trustee intends to sell, dispose of or otherwise liquidate the Mortgage Loans in a commercially reasonable manner and to the best of its ability. Unless otherwise instructed within a specified period by Certificateholders evidencing in the aggregate more than 51% of the Voting Rights, the Trustee will sell, dispose of or otherwise liquidate the Mortgage Loans to a purchaser in a commercially reasonable manner and on commercially reasonable terms; provided, however, that the Credit -------- ------- Enhancer's consent to the terms of any such sale shall be required, which consent shall not be unreasonably withheld. Any proceeds will be treated as collections allocable to the Certificateholders and will be distributed to the Certificateholders on the date such proceeds are received (the "Dissolution Distribution Date"). The proceeds from the sale, disposition or liquidation of the Mortgage Loans will first be paid to the Certificate Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Certificate Insurer pursuant to the Insurance Agreement. Notwithstanding the foregoing, if a conservator, receiver or trustee-in- bankruptcy is appointed for the Transferor and no Rapid Amortization Event exists other than such conservatorship, receivership or insolvency of the Transferor, the conservator, receiver or trustee-in-bankruptcy may have the power to prevent the commencement of the Rapid Amortization Period or the sale of Mortgage Loans described above.

Rapid Amortization Events. If any one of the following events shall occur during the Managed Amortization Period: (a) failure on the part of the Transferor Servicer (i) to make any payment or deposit required by the terms of this Agreement, on or before the date occurring three five (5) Business Days after the date such payment or deposit is required to be made herein, or (ii) duly to observe or perform in any material respect the covenants of the Transferor set forth in Section 2.04(a) 2.04 or (iii) duly to observe or perform in any material respect any other covenants or agreements of the Transferor Servicer set forth in this Agreement, which failure, in each case, materially and adversely affects the interests of the Certificateholders or the Credit Enhancer Certificate Insurer and which, in the case of clause (iii), continues unremedied and continues to affect materially and adversely the interests of the Certificateholders for a period of 60 sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor Servicer by the Trustee, or to the Transferor Servicer and the Trustee by the Certificate Insurer or the Holders of Investor Certificates evidencing Voting Rights Percentage Interests aggregating not less than 51%; (b) any representation or warranty made by the Transferor or the Depositor Servicer in this Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Investor Certificateholders or the Credit Enhancer Certificate 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 Investor Certificateholders or the Credit Enhancer Certificate Insurer for a period of 60 sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor or the Depositor, as the case may be, Servicer by the Trustee, or to the Transferor, the Depositor Servicer and the Trustee by either the Credit Enhancer Certificate Insurer or the Holders of Investor Certificates evidencing Voting Rights Percentage Interests aggregating not less than 51%; provided, however, that a Rapid Amortization Event pursuant to this subparagraph (b) shall not be deemed to have occurred hereunder if the Transferor Servicer has accepted retransfer of the related Mortgage Loan or Mortgage Loans during such period (or such longer period (not to exceed an additional 60 days) as the Trustee Trustee, with the consent of the Certificate Insurer, may specify) in accordance with the provisions hereof; (c) the Transferor or the Depositor Servicer 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 Transferor or the Depositor, Servicer or of or relating to all or substantially all of such Person's its 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 Transferor or the Depositor Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 30 thirty (30) days; or the Transferor or the Depositor 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 Trust shall become subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; (e) any Event of Default shall occur; (f) the aggregate of Insured Payments under the Certificate Insurance Policy exceeds 1% of the Pool Balance as of the Cut-off Date; or (eg) the aggregate Transferor or the Servicer becomes subject to a tax lien and not released within sixty (60) days of all draws under the Policy exceeds __% of the Initial Cut-Off Date Pool Balanceits attachment; then, in the case of any event described in subparagraph (a), (b) or (be) after the applicable grace period, if any, set forth in such subparagraphs, either the TrusteeCertificate Insurer, the Credit Enhancer Trustee or the Holders of Investor Certificates evidencing Voting Rights Percentage Interests aggregating more than 51%, with the consent of the Certificate Insurer, by notice given in writing to the Transferor, the Depositor Transferor and the Servicer (and to the Trustee if given by either the Credit Enhancer Certificate Insurer or the Investor Certificateholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of such notice, and in the case of any event described in subparagraph subparagraphs (c), (d), (f) or (eg), a Rapid Amortization Event shall occur without any notice or other action on the part of the Trustee, the Credit Enhancer Certificate Insurer or the Investor Certificateholders, immediately upon the occurrence of such event.

Rapid Amortization Events. If any one of the following events shall occur during the Managed Revolving Period (each, a “Rapid Amortization Period:Event”): (a) the Three-Month Average Default Percentage as of the last day of any Monthly Period shall exceed 20.0%; (b) the Three-Month Average Principal Payment Rate as of the last day of any Monthly Period shall be less than 10.0%; (c) the occurrence of a Servicer Default or an Event of Default; (d) either (x) a failure on the part of the Transferor (i) to make any payment or deposit required by the terms of this Agreement, on or before the date occurring three Business Days after the date such payment or deposit is required to be made herein, or (ii) Depositor duly to observe or perform in any material respect the covenants of the Transferor set forth in Section 2.04(a) or (iii) duly to observe or perform in any material respect any other covenants or agreements of the Transferor Depositor set forth in this Agreementthe Transfer Agreement or any other Transaction Document to which it is a party, or (y) a failure on the part of the Seller duly to observe or perform any other covenants or agreements of the Seller set forth in the Purchase Agreement or any other Transaction Document to which it is a party, which failure, in each any such case, materially and adversely affects has a material adverse effect on the interests of the Certificateholders or Noteholders (as reasonably determined by the Credit Enhancer Required Noteholders) and which, in the case of clause (iii), which continues unremedied and continues to affect materially and adversely the interests of the Certificateholders for a period of 60 thirty (30) days after the date on which the Depositor or Seller, as applicable, receives actual knowledge or written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Trustee, or to the Transferor and the Trustee by the Holders of Investor Certificates evidencing Voting Rights aggregating not less than 51%thereof; (be) either (x) any representation representation, warranty or warranty certification made by the Transferor or the Depositor in this the Transfer Agreement or any other Transaction Document to which it is a party or in any certificate delivered pursuant to the Transfer Agreement shall prove to have been incorrect inaccurate when made or deemed made or (y) any representation, warranty or certification made by the Seller in the Purchase Agreement or any other Transaction Document to which it is a party or in any certificate delivered pursuant to the Purchase Agreement shall prove to have been inaccurate when made or deemed made and, in any such case, such inaccuracy has a material respect when made, adverse effect on the Noteholders (as a result of which reasonably determined by the interests of the Investor Certificateholders or the Credit Enhancer are materially and adversely affected Required Noteholders) and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Certificateholders or the Credit Enhancer unremedied for a period of 60 thirty (30) days after the date on which the Depositor or Seller, as applicable, receives actual knowledge or written notice thereof; or 4166-0661-7649.19 (f) the Seller, the Depositor, the Servicer or any of such failuretheir respective Subsidiaries, requiring individually or in the aggregate, shall fail to pay any principal of or premium or interest on any of its Indebtedness that is outstanding in a principal amount of at least $10,000,000 in the aggregate when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement, mortgage, indenture or instrument relating to be remedied, such Indebtedness (whether or not such failure shall have been given to the Transferor or the Depositor, as the case may be, by the Trustee, or to the Transferor, the Depositor and the Trustee by either the Credit Enhancer or the Holders of Investor Certificates evidencing Voting Rights aggregating not less than 51%; provided, however, that a Rapid Amortization Event pursuant to this subparagraph (b) shall not be deemed to have occurred hereunder if the Transferor has accepted retransfer of waived under the related Mortgage Loan or Mortgage Loans during such period (or such longer period (not to exceed an additional 60 days) as the Trustee may specify) in accordance with the provisions hereof; (c) the Transferor or the Depositor 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 Transferor or the Depositor, 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 Transferor or the Depositor and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Transferor or the Depositor 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 Trust shall become subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (e) the aggregate of all draws under the Policy exceeds __% of the Initial Cut-Off Date Pool Balance; agreement). then, in the case of any event described in subparagraph clause (a) or through (bf) after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee, the Credit Enhancer or the Holders of Investor Certificates evidencing Voting Rights aggregating more than 51%, by notice given in writing to the Transferor, the Depositor and the Servicer (and to the Trustee if given by either the Credit Enhancer or the Investor Certificateholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of such notice, and in the case of any event described in subparagraph (c), (d) or (e)above, a Rapid Amortization Event shall occur without any notice or other action on the part of the Trustee, the Credit Enhancer Indenture Trustee or the Investor Certificateholders, affected Holders immediately upon the occurrence of such event. The Required Noteholders may waive any Rapid Amortization Event and its consequences.

Rapid Amortization Events. If any one of the following events shall occur during the Managed managed Amortization Period: (a) failure on the part of the Transferor Seller (i) to make any payment or deposit required by the terms of this Agreement, on or before the date occurring three five Business Days after the date such payment or deposit is required to be made herein, or (ii) to record assignments when required, or (iii) duly to observe or perform in any material respect the covenants of the Transferor Seller set forth in Section 2.04(a2.4(a) or (iiiiv) duly to observe or perform in any material respect any other covenants or agreements of the Transferor Seller set forth in this Agreement, which failure, in each case, materially and adversely affects the interests of the Certificateholders or the Credit Enhancer Certificate Insurer and which, in the case of clause (iiivi), continues unremedied and continues to affect materially and adversely the interests of the Certificateholders 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 Transferor Seller by the Trustee, or to the Transferor Seller and the Trustee by the Certificate Insurer or the Holders of Investor Certificates evidencing Voting Rights Percentage Interests aggregating not less than 51%; (b) any representation or warranty made by the Transferor or the Depositor Seller in this Agreement shall prove to have been incorrect in any material respect when made, made and as a result of which the interests of the Investor Certificateholders or the Credit Enhancer Certificate 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 Certificateholders or the Credit Enhancer Certificate 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 Transferor or the Depositor, as the case may be, Seller by the Trustee, or to the Transferor, the Depositor Seller and the Trustee by either the Credit Enhancer Certificate Insurer or the Holders of Investor Certificates evidencing Voting Rights Percentage Interests aggregating not less than 51%; provided, however, that a an Rapid Amortization Event pursuant to this subparagraph (b) shall not be deemed to have occurred hereunder if the Transferor has Seller have accepted retransfer of the related Mortgage Loan Loans or all Mortgage Loans if applicable during such period (or such longer period (not to exceed an additional 60 days) as the Trustee may specify) in accordance with the provisions hereof; (c) the Transferor or the Depositor Seller 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 Transferor or the Depositor, Seller or of or relating to all or substantially all of such Person's its 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 Transferor or the Depositor such Seller and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Transferor or the Depositor 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 obligationsobligations (any such event, an "Insolvency Event"); (d) the Trust shall become subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or; (e) any Event of Default or Trigger Event shall occur (other than the event described in clause (iv) of the definition thereof); (f) the aggregate of all draws under the Policy Certificate Insurance Draw Amounts exceeds ____% of the Initial Pool Balance as of the Cut-Off Date Pool BalanceDate; or (g) if at any time, Liquidation Lose Amounts incurred by the Trust exceed $____________. then, in the case of any event described in subparagraph (a), (b) or (be) after the applicable grace period, if any, set forth in such subparagraphs, either the TrusteeCertificate Insurer, the Credit Enhancer Trustee or the Holders of Investor Certificates evidencing Voting Rights Percentage Interests aggregating more than 51%, by notice given in writing to the Transferor, the Depositor and the Servicer (and to the Trustee Trustee, if given by either the Credit Enhancer Certificate Insurer or the Investor Certificateholders) may declare that an early amortization event (a an "Rapid Amortization Event") has occurred as of the date of such notice, and in the case of any event described in subparagraph subparagraphs (c), (d), (f) or (eg), a Rapid Amortization Event shall occur without any notice or other action on the part of the Trustee, the Credit Enhancer Certificate Insurer or the Investor Certificateholders, immediately upon the occurrence of such event.

Rapid Amortization Events. If any one of the following events shall occur during the Managed Amortization Period: (a) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of this Agreement, on or before the date occurring three five Business Days after the date such payment or deposit is required to be made herein, or (ii) to record assignments when required, or (iii) duly to observe or perform in any material respect the covenants of the Transferor set forth in Section 2.04(a2.4(b) or (iiiiv) duly to observe or perform in any material respect any other covenants or agreements of the Transferor set forth in this Agreement, which failure, in each case, materially and adversely affects the interests of the Certificateholders or the Credit Enhancer Certificate Insurer and which, in the case of clause (iiiiv), continues unremedied and continues to affect materially and adversely the interests of the Certificateholders 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 Transferor by the Trustee, or to the Transferor and the Trustee by the Certificate Insurer or the Holders of Investor Certificates evidencing Voting Rights Percentage Interests aggregating not less than 51%; (b) any representation or warranty made by the Transferor or the Depositor in this Agreement shall prove to have been incorrect in any material respect when made, made and as a result of which the interests of the Investor Certificateholders or the Credit Enhancer Certificate 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 Investor Certificateholders or the Credit Enhancer Certificate 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 Transferor or the Depositor, as the case may be, by the Trustee, or to the Transferor, the Depositor Transferor and the Trustee by either the Credit Enhancer Certificate Insurer or the Holders of Investor Certificates evidencing Voting Rights Percentage-Interests aggregating not less than 51%; provided, however, that a Rapid Amortization Event pursuant to this subparagraph (b) shall not be deemed to have occurred hereunder if the Transferor has shall have accepted retransfer of the related Mortgage Loan Loans or all Mortgage Loans if applicable during such period (or such longer period (not to exceed an additional 60 days) as the Trustee may specify) in accordance with the provisions hereof; (c) the Transferor or the Depositor 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 marshaling of assets and liabilities or similar proceedings of or relating to the Transferor or the Depositor, or of or relating to all or substantially all of such Person's its 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 marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Transferor or the Depositor and such decree or order shall have remained in force undischarged or unstayed for a period of 30 60 days; or the Transferor or the Depositor 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 obligationsobligations (any such event, an "Insolvency Event"); (d) the Trust shall become subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; (e) any Event of Default or Trigger Event (other than the event described in clause (iv) of the definition thereof) shall occur; (f) the aggregate of Certificate Insurance Draw Amounts exceeds 1% of the Pool Balance as of the Cut-Off Date; or (eg) if at any time, Liquidation Loss Amounts incurred by the aggregate of all draws Trust exceed $1,204,600 and either (i) there exists any unreimbursed draw under the Certificate Insurance Policy exceeds __% or (ii) either of the Initial Cut-Off Date Pool Balance; Excess Spread Conditions is not satisfied. then, in the case of any event described in subparagraph (a), (b) or (be) after the applicable grace period, if any, set forth in such subparagraphs, either the TrusteeCertificate Insurer, the Credit Enhancer Trustee or the Holders of Investor Certificates evidencing Voting Rights Percentage Interests aggregating more than 51%, by notice given in writing to the Transferor, the Depositor and the Servicer (and to the Trustee Trustee, if given by either the Credit Enhancer Certificate Insurer or the Investor Certificateholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of such notice, and in the case of any event described in subparagraph subparagraphs (c), (d), (f) or (eg), a Rapid Amortization Event shall occur without any notice or other action on the part of the Trustee, the Credit Enhancer Certificate Insurer or the Investor Certificateholders, immediately upon the occurrence of such event.

Rapid Amortization Events. If any one of the following events shall occur during the Managed Amortization Period: (a) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of this Agreement, on or before the date occurring three five Business Days after the date such payment or deposit is required to be made herein, or (ii) to record assignments when required, or (iii) duly to observe or perform in any material respect the covenants of the Transferor set forth in Section 2.04(a2.4(b) or (iiiiv) duly to observe or perform in any material respect any other covenants or agreements of the Transferor set forth in this Agreement, which failure, in each case, materially and adversely affects the interests of the Certificateholders or the Credit Enhancer Certificate Insurer and which, in the case of clause (iiiiv), continues unremedied and continues to affect materially and adversely the interests of the Certificateholders 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 Transferor by the Trustee, or to the Transferor and the Trustee by the Certificate Insurer or the Holders of Investor Certificates evidencing Voting Rights Percentage Interests aggregating not less than 51%; (b) any representation or warranty made by the Transferor or the Depositor in this Agreement shall prove to have been incorrect in any material respect when made, made and as a result of which the interests of the Investor Certificateholders or the Credit Enhancer Certificate 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 Investor Certificateholders or the Credit Enhancer Certificate 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 Transferor or the Depositor, as the case may be, by the Trustee, or to the Transferor, the Depositor Transferor and the Trustee by either the Credit Enhancer Certificate Insurer or the Holders of Investor Certificates evidencing Voting Rights Percentage-Interests aggregating not less than 51%; provided, however, that a Rapid Amortization Event pursuant to this subparagraph (b) shall not be deemed to have occurred hereunder if the Transferor has shall have accepted retransfer of the related Mortgage Loan Loans or all Mortgage Loans if applicable during such period (or such longer period (not to exceed an additional 60 days) as the Trustee may specify) in accordance with the provisions hereof; (c) the Transferor or the Depositor 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 marshaling of assets and liabilities or similar proceedings of or relating to the Transferor or the Depositor, or of or relating to all or substantially all of such Person's its 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 marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Transferor or the Depositor and such decree or order shall have remained in force undischarged or unstayed for a period of 30 60 days; or the Transferor or the Depositor 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 obligationsobligations (any such event, an "Insolvency Event"); (d) the Trust shall become subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or; (e) any Event of Default or Trigger Event (other than the event described in clause (iv) of the definition thereof) shall occur; (f) the aggregate of all draws under Certificate Insurance Draw Amounts exceeds 1% of the Policy exceeds __% Pool Balance as of the Initial Cut-Off Date Pool BalanceDate; or (g) if at any time, Liquidation Loss Amounts incurred by the Trust exceed $4,450,600 and either (i) there exists any unreimbursed draw under the Certificate Insurance Policy for a period of six months or (ii) either of the Excess Spread Conditions is not satisfied; then, in the case of any event described in subparagraph (a), (b) or (be) after the applicable grace period, if any, set forth in such subparagraphs, either the TrusteeCertificate Insurer, the Credit Enhancer Trustee or the Holders of Investor Certificates evidencing Voting Rights Percentage Interests aggregating more than 51%, by notice given in writing to the Transferor, the Depositor and the Servicer (and to the Trustee Trustee, if given by either the Credit Enhancer Certificate Insurer or the Investor Certificateholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of such notice, and in the case of any event described in subparagraph subparagraphs (c), (d), (f) or (eg), a Rapid Amortization Event shall occur without any notice or other action on the part of the Trustee, the Credit Enhancer Certificate Insurer or the Investor Certificateholders, immediately upon the occurrence of such event.

Rapid Amortization Events. If any one of the following events shall occur during the Managed Amortization Period: (a) failure on the part of the Transferor Sponsor (i) to make any payment or deposit required by the terms of this Agreement, on or before the date occurring three [three] Business Days after the date such payment or deposit is required to be made herein, or (ii) to cause the Depositor to duly to observe or perform in any material respect the covenants of the Transferor Depositor set forth in Section 2.04(a2.01(h) or Section 2.05 or (iii) duly to observe or perform in any material respect any other covenants or agreements of the Transferor Sponsor set forth in this Agreement, which failure, in each case, materially and adversely affects the interests of the Certificateholders or Certificateholders[or the Credit Enhancer Enhancer] and which, in the case of clause (iii), continues unremedied and continues to affect materially and adversely the interests of the Certificateholders Certificateholders[or the Credit Enhancer] for a period of 60 [60] days ([five] days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) or the action specified in Section 2.04(b)(2)) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor Sponsor by the Trustee, or to the Transferor Sponsor and the Trustee by [the Credit Enhancer or] the Holders of Investor Certificates evidencing Voting Rights Percentage Interests aggregating not less than 51%[51]% of both Classes of Investor Certificates; (b) any representation or warranty made by the Transferor Sponsor or the Depositor in this Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Investor Certificateholders or Certificateholders[or the Credit Enhancer Enhancer] 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 Certificateholders or Certificateholders[, the Credit Enhancer Enhancer] for a period of 60 [60] days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor Sponsor or the Depositor, as the case may be, by the Trustee, or to the TransferorSponsor, the Depositor and the Trustee by either [the Credit Enhancer or Enhancer, or] the Holders of Investor Certificates evidencing Voting Rights Percentage Interests aggregating not less than 51%[51]% of both Classes of Investor Certificates; provided, however, that a Rapid Amortization Event pursuant to this subparagraph (b) shall not be deemed to have occurred hereunder if the Transferor Sponsor has accepted retransfer of the related Mortgage Loan or Mortgage Loans or made a substitution therefor during such period (or such longer period (not to exceed an additional 60 [60] days) as the Trustee may specify) in accordance with the provisions hereof; (c) the Transferor or the Depositor 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 Transferor or the Depositor, 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 Transferor or the Depositor and such decree or order shall have remained in force undischarged or unstayed for a period of 30 [30] days; or the Transferor or the Depositor 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 Trust shall become subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (e) [the aggregate of all draws under the Policy exceeds __% [1]% of the Initial Cut-Off Date Pool Balance; aggregate of the Original Invested Amounts.] then, in the case of any event described in subparagraph (a) or (b) after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee[, the Credit Enhancer Enhancer] or the Holders of Investor Certificates evidencing Voting Rights Percentage Interests aggregating more than 51%[51]% of both Classes of Investor Certificates, by notice given in writing to the Transferor, the Depositor and the Master Servicer (and to the Trustee if given by either [the Credit Enhancer or or] the Investor Certificateholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of such notice, and in the case of any event described in subparagraph (c), (d) or (e), a Rapid Amortization Event shall occur without any notice or other action on the part of the Trustee[, the Credit Enhancer Enhancer] or the Investor Certificateholders, immediately upon the occurrence of such event.

Rapid Amortization Events. If any one of the following events shall occur during the Managed Revolving Period with respect to the Facility Loans (each, a “Rapid Amortization Period:Event”): (a) any Monthly Collateral Performance Test is not satisfied with respect to a Monthly Period; (b) the occurrence of a Servicer Default or an Event of Default; (c) a failure on the part of the Transferor (i) to make any payment or deposit required by the terms of this Agreement, on or before the date occurring three Business Days after the date such payment or deposit is required to be made herein, or (ii) Seller duly to observe or perform in any material respect the covenants of the Transferor set forth in Section 2.04(a) or (iii) duly to observe or perform in any material respect any other covenants or agreements of the Transferor Seller set forth in this Agreementthe Purchase Agreement or any other Transaction Document to which it is a party, which failure, in each case, materially and adversely affects failure has a material adverse effect on the interests of the Certificateholders or Lenders (as reasonably determined by the Credit Enhancer Required Lenders) and which, in to the case extent capable of clause (iii)cure, continues unremedied and continues to affect materially and adversely the interests of the Certificateholders for a period of 60 thirty (30) days after the date on which written notice receipt of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Trustee, or to the Transferor and the Trustee by the Holders of Investor Certificates evidencing Voting Rights aggregating not less than 51%notice; (bd) any representation representation, warranty or warranty certification made by the Transferor Seller in the Purchase Agreement or in any other Transaction Document to which it is a party or in any certificate delivered pursuant to the Depositor in this Purchase Agreement or any other Transaction Document to which it is a party shall prove to have been incorrect in any material respect inaccurate when made or deemed made, as and such inaccuracy has a result of which material adverse effect on the interests of the Investor Certificateholders Lenders (as reasonably determined by the Required Lenders) and to the extent such representation, warranty or the Credit Enhancer are materially and adversely affected and which certification is capable of cure, such inaccuracy continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Certificateholders or the Credit Enhancer unremedied for a period of 60 thirty (30) days after the date on which written notice receipt of such failure, requiring the same to be remedied, shall have been given to the Transferor or the Depositor, as the case may be, by the Trustee, or to the Transferor, the Depositor and the Trustee by either the Credit Enhancer or the Holders of Investor Certificates evidencing Voting Rights aggregating not less than 51%notice; provided, however, that a Rapid Amortization Event pursuant to this subparagraph (b) shall not be deemed to have occurred hereunder if the Transferor has accepted retransfer of the related Mortgage Loan or Mortgage Loans during such period (or such longer period (not to exceed an additional 60 days) as the Trustee may specify) in accordance with the provisions hereof;4157-8291-1056.22 (ce) the Transferor or the Depositor shall voluntarily go into liquidation, consent to the appointment filing 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 Transferor or the Depositor, or of or relating to all or substantially all of such Person's property, or a decree or order of for relief by a court or agency or supervisory authority having jurisdiction in the premises for the appointment in respect of Parent in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar Law now or hereafter in effect, or appointing a conservator, receiver, liquidator liquidator, assignee, custodian, trustee, sequestrator or similar person in any insolvency, readjustment official of debt, marshalling of assets and liabilities or similar proceedingsParent, or for ordering the winding-up or liquidation of its Parent's affairs, shall have been entered against the Transferor or the Depositor and such decree or order shall have remained remain unstayed and in force undischarged or unstayed effect for a period of 30 sixty (60) consecutive days; ; (f) the commencement by Parent of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar Law now or hereafter in effect, or the Transferor consent by Parent to the entry of an order for relief in an involuntary case under any such Law, or the Depositor shall admit in writing its inability consent by Parent to pay its debts generally as they become duethe appointment of or taking possession by a receiver, file a petition to take advantage liquidator, assignee, custodian, trustee, sequestrator or similar official of Parent, or the making by Parent of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors, or the failure by Parent generally to pay its creditors debts as such debts become due, or voluntarily suspend payment the taking of its obligations; (d) action by Parent in furtherance of any of the Trust shall become subject to registration as an "investment company" under the Investment Company Act of 1940, as amendedforegoing; or (eg) (x) Parent or any of its Subsidiaries, individually or in the aggregate, shall fail to pay any principal of or premium or interest on any of its Indebtedness that is outstanding in principal amount of at least $[***] in the aggregate of all draws under when the Policy exceeds __% of the Initial Cut-Off Date Pool Balance; thensame becomes due and payable (whether by scheduled maturity, in the case of any event described in subparagraph (a) required prepayment, acceleration, demand or (b) otherwise), and such failure shall continue after the applicable grace period, if any, set forth specified in the agreement, mortgage, indenture or instrument relating to such Indebtedness (whether or not such failure shall have been waived under the related agreement); (y) any other event shall occur or condition shall exist under any agreement, mortgage, indenture or instrument relating to any such Indebtedness (as referred to in clause (x) of this paragraph) and shall continue after the applicable grace period (not to exceed 30 days), if any, specified in such subparagraphsagreement, either mortgage, indenture or instrument (whether or not such failure shall have been waived under the Trusteerelated agreement), if the Credit Enhancer effect of such event or condition is to give the applicable debtholders the right (whether acted upon or not) to accelerate the acceleration of the maturity of such Indebtedness (as referred to in clauses (x) of this paragraph) or the Holders termination of Investor Certificates evidencing Voting Rights aggregating more the commitment of any lender thereunder, or (z) any such Indebtedness (as referred to in clauses (x) of this paragraph) shall be declared to be due and payable, or required to be prepaid (other than 51%by a regularly scheduled required prepayment), by notice given in writing redeemed, purchased or defeased, or an offer to the Transferorrepay, the Depositor and the Servicer (and redeem, purchase or defease such Indebtedness shall be required to the Trustee if given by either the Credit Enhancer be made or the Investor Certificateholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of such notice, and in the case commitment of any event described lender thereunder terminated, in subparagraph (c), (d) or (e), a Rapid Amortization Event shall occur without any notice or other action on each case before the part of the Trustee, the Credit Enhancer or the Investor Certificateholders, immediately upon the occurrence of such eventstated maturity thereof.

Rapid Amortization Events. If any one of the following events shall occur during the Managed Amortization Period: (a) failure on the part of the Transferor Seller (i) to make any payment or deposit required by the terms of this Agreement, on or before the date occurring three Business Days after the date such payment or deposit is required to be made herein, or (ii) duly to observe or perform in any material respect the covenants of the Transferor Seller set forth in Section 2.04(a) or (iii) duly to observe or perform in any material respect any other covenants or agreements of the Transferor Seller set forth in this Agreement, which failure, in each case, materially and adversely affects the interests of the Certificateholders or the Credit Enhancer and which, in the case of clause (iii), continues unremedied and continues to affect materially and adversely the interests of the Certificateholders 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 Transferor Seller by the Trustee, or to the Transferor Seller and the Trustee by the Holders of Investor Certificates evidencing Voting Rights Percentage Interests aggregating not less than 51%; (b) any representation or warranty made by the Transferor Seller or the Depositor in this Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Investor Certificateholders or the Credit Enhancer 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 Certificateholders or the Credit Enhancer 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 Transferor Seller or the Depositor, as the case may be, by the Trustee, or to the TransferorSeller, the Depositor and the Trustee by either the Credit Enhancer or the Holders of Investor Certificates evidencing Voting Rights Percentage Interests aggregating not less than 51%; provided, however, that a Rapid Amortization Event pursuant to this subparagraph (b) shall not be deemed to have occurred hereunder if the Transferor has accepted retransfer of the related Mortgage Loan or Mortgage Loans during such period (or such longer period (not to exceed an additional 60 days) as the Trustee may specify) in accordance with the provisions hereof; (c) the Transferor or the Depositor 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 Transferor or the Depositor, 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 Transferor or the Depositor and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Transferor or the Depositor 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;for (d) the Trust shall become subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (e) the aggregate of all draws under the Policy exceeds __% of the Initial Cut-Off Date Pool Balance; then, in the case of any event described in subparagraph (a) or (b) after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee, the Credit Enhancer or the Holders of Investor Certificates evidencing Voting Rights Percentage Interests aggregating more than 51%, by notice given in writing to the Transferor, the Depositor and the Servicer (and to the Trustee if given by either the Credit Enhancer or the Investor Certificateholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of such notice, and in the case of any event described in subparagraph (c), (d) or (e), a Rapid Amortization Event shall occur without any notice or other action on the part of the Trustee, the Credit Enhancer or the Investor Certificateholders, immediately upon the occurrence of such event.

Rapid Amortization Events. If any one of the following events shall occur during the Managed Amortization Period: (a) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of this Agreement, on or before the date occurring three five Business Days after the date such payment or deposit is required to be made herein, or (ii) to record assignments when required, or (iii) duly to observe or perform in any material respect the covenants of the Transferor set forth in Section 2.04(a2.4(b) or (iiiiv) duly to observe or perform in any material respect any other covenants or agreements of the Transferor set forth in this Agreement, which failure, in each case, materially and adversely affects the interests of the Certificateholders or the Credit Enhancer Certificate Insurer and which, in the case of clause (iiiiv), continues unremedied and continues to affect materially and adversely the interests of the Certificateholders 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 Transferor by the Trustee, or to the Transferor and the Trustee by the Certificate Insurer or the Holders of Investor Certificates evidencing Voting Rights Percentage Interests aggregating not less than 51%; (b) any representation or warranty made by the Transferor or the Depositor in this Agreement shall prove to have been incorrect in any material respect when made, made and as a result of which the interests of the Investor Certificateholders or the Credit Enhancer Certificate 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 Investor Certificateholders or the Credit Enhancer Certificate 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 Transferor or the Depositor, as the case may be, by the Trustee, or to the Transferor, the Depositor Transferor and the Trustee by either the Credit Enhancer Certificate Insurer or the Holders of Investor Certificates evidencing Voting Rights Percentage-Interests aggregating not less than 51%; provided, however, that a Rapid Amortization Event pursuant to this subparagraph (b) shall not be deemed to have occurred hereunder if the Transferor has shall have accepted retransfer of the related Mortgage Loan Loans or all Mortgage Loans if applicable during such period (or such longer period (not to exceed an additional 60 days) as the Trustee may specify) in accordance with the provisions hereof; (c) the Transferor or the Depositor 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 marshaling of assets and liabilities or similar proceedings of or relating to the Transferor or the Depositor, or of or relating to all or substantially all of such Person's its 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 marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Transferor or the Depositor and such decree or order shall have remained in force undischarged or unstayed for a period of 30 60 days; or the Transferor or the Depositor 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 obligationsobligations (any such event, an "Insolvency Event"); (d) the Trust shall become subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or; (e) any Event of Default or Trigger Event (other than the aggregate of all draws under the Policy exceeds __% of the Initial Cut-Off Date Pool Balance; then, in the case of any event described in subparagraph clause (aiv) or (b) after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee, the Credit Enhancer or the Holders of Investor Certificates evidencing Voting Rights aggregating more than 51%, by notice given in writing to the Transferor, the Depositor and the Servicer (and to the Trustee if given by either the Credit Enhancer or the Investor Certificateholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of such notice, and in the case of any event described in subparagraph (c), (ddefinition thereof) or (e), a Rapid Amortization Event shall occur without any notice or other action on the part of the Trustee, the Credit Enhancer or the Investor Certificateholders, immediately upon the occurrence of such event.occur; or