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 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 2.4(b) or (iv) 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 Certificate Insurer and which, in the case of clause (iv), 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 Percentage Interests aggregating not less than 51%; (b) any representation or warranty made by the Transferor in this Agreement shall prove to have been incorrect in any material respect when made and as a result of which the interests of the Investor Certificateholders or the 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 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 by the Trustee, or to the Transferor and the Trustee by either the Certificate Insurer or the Holders of Investor Certificates evidencing 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 shall have accepted retransfer of the related Mortgage 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 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, marshaling of assets and liabilities or similar proceedings of or relating to the Transferor or of or relating to all or substantially all of 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, 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 and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or the Transferor 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 (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 Initial Cut-Off Date; 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 (e) after the applicable grace period, if any, set forth in such subparagraphs, either the Certificate Insurer, the Trustee or the Holders of Investor Certificates evidencing Percentage Interests aggregating more than 51%, by notice given in writing to the Servicer (and to the Trustee, if given by either the 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 subparagraphs (c), (d), (f) or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Trustee, the 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 five [three] Business Days after the date such payment or deposit is required to be made herein, or (ii) to record assignments when required, or (iii) cause the Depositor to duly to observe or perform in any material respect the covenants of the Transferor Depositor set forth in Section 2.4(b2.01(h) or Section 2.05 or (iviii) 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 Certificate Insurer Credit Enhancer] and which, in the case of clause (iviii), 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 Certificate Insurer or Credit Enhancer or] the Holders of Investor Certificates evidencing 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 and made, as a result of which the interests of the Investor Certificateholders or Certificateholders[or the Certificate Insurer 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 Investor Certificateholders or Certificateholders[, the Certificate Insurer Credit 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 Transferor Sponsor, the Depositor and the Trustee by either [the Certificate Insurer or Credit Enhancer, or] the Holders of Investor Certificates evidencing Percentage-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 shall have Sponsor has accepted retransfer of the related Mortgage Loan or Mortgage Loans or all Mortgage Loans if applicable 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, marshaling 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 its 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, marshaling 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 60 [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 (any such event, an "Insolvency Event")obligations; (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 Certificate Insurance Draw Amounts all draws under the Policy exceeds 1% [1]% of the Pool Balance as aggregate of the Initial Cut-Off Date; 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; Original Invested Amounts.] then, in the case of any event described in subparagraph (a), (b) or (eb) after the applicable grace period, if any, set forth in such subparagraphs, either the Certificate InsurerTrustee[, the Trustee Credit Enhancer] or the Holders of Investor Certificates evidencing 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, Trustee if given by either [the Certificate Insurer or 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 subparagraphs subparagraph (c), (d), (f) or (ge), a Rapid Amortization Event shall occur without any notice or other action on the part of the Trustee[, the Certificate Insurer 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 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 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) Seller duly to observe or perform in any material respect the covenants of the Transferor set forth in Section 2.4(b) or (iv) 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 Certificate Insurer Required Lenders) and which, in to the case extent capable of clause (iv)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 Certificate Insurer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51%notice; (bd) any representation representation, warranty or warranty certification made by the Transferor Seller in this the Purchase Agreement or in any other Transaction Document to which it is a party or in any certificate delivered pursuant to the 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, and as 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 Certificate Insurer 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 Investor Certificateholders or the Certificate Insurer 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 by the Trustee, or to the Transferor and the Trustee by either the Certificate Insurer or the Holders of Investor Certificates evidencing Percentagenotice; 4157-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 shall have accepted retransfer of the related Mortgage 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;8291-1056.22 (ce) the Transferor 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, marshaling of assets and liabilities or similar proceedings of or relating to the Transferor or of or relating to all or substantially all of its 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, marshaling 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 and such decree or order shall have remained remain unstayed and in force undischarged or unstayed effect for a period of 60 sixty (60) consecutive days; or the Transferor 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 (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 commencement by Parent of Certificate Insurance Draw Amounts exceeds 1% a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar Law now or hereafter in effect, or the consent by Parent to the entry of an order for relief in an involuntary case under any such Law, or the consent by Parent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of Parent, or the making by Parent of any general assignment for the benefit of creditors, or the failure by Parent generally to pay its debts as such debts become due, or the taking of action by Parent in furtherance of any of the Pool Balance as of the Initial Cut-Off Dateforegoing; or (g) if at (x) Parent or any timeof its Subsidiaries, 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 individually or (ii) either of the Excess Spread Conditions is not satisfied; then, in the case aggregate, shall fail to pay any principal of or premium or interest on any event described of its Indebtedness that is outstanding in subparagraph principal amount of at least $[***] in the aggregate when the same becomes due and payable (awhether by scheduled maturity, required prepayment, acceleration, demand or otherwise), (b) or (e) 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 Certificate Insurerrelated agreement), if the Trustee 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 Percentage Interests 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 Servicer (and repay, redeem, purchase or defease such Indebtedness shall be required to the Trustee, if given by either the Certificate Insurer 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 subparagraphs (c), (d), (f) or (g), a Rapid Amortization Event shall occur without any notice or other action on each case before the part of the Trustee, the Certificate Insurer 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 (i) to make any payment or deposit required by the terms of this Agreement, on or before the date occurring 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 2.4(b) or (iv) 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 Certificate Insurer and which, in the case of clause (iv), 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 Percentage Interests aggregating not less than 51%; (b) any representation or warranty made by the Transferor in this Agreement shall prove to have been incorrect in any material respect when made and as a result of which the interests of the Investor Certificateholders or the 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 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 by the Trustee, or to the Transferor and the Trustee by either the Certificate Insurer or the Holders of Investor Certificates evidencing 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 shall have accepted retransfer of the related Mortgage 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 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, marshaling of assets and liabilities or similar proceedings of or relating to the Transferor or of or relating to all or substantially all of 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, 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 and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or the Transferor 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 (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 Initial Cut-Off Date; 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 (e) after the applicable grace period, if any, set forth in such subparagraphs, either the Certificate Insurer, the Trustee or the Holders of Investor Certificates evidencing Percentage Interests aggregating more than 51%, by notice given in writing to the Servicer (and to the Trustee, if given by either the 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 subparagraphs (c), (d), (f) or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Trustee, the 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 Servicer (i) to make any payment or deposit required by the terms of this Agreement, on or before the date occurring five (5) 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 2.4(b) 2.04 or (iviii) 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 Certificate Insurer and which, in the case of clause (iviii), 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 Percentage Interests aggregating not less than 51%; (b) any representation or warranty made by the Transferor Servicer in this Agreement shall prove to have been incorrect in any material respect when made and made, as a result of which the interests of the Investor Certificateholders or the 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 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 Servicer by the Trustee, or to the Transferor Servicer and the Trustee by either the Certificate Insurer or the Holders of Investor Certificates evidencing Percentage-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 shall have Servicer has accepted retransfer of the related Mortgage Loans Loan or all Mortgage Loans if applicable 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 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, marshaling marshalling of assets and liabilities or similar proceedings of or relating to the Transferor or the Servicer or of or relating to all or substantially all of 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, marshaling 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 Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 thirty (30) days; or the Transferor or the 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 (any such event, an "Insolvency Event")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 or Trigger Event (other than the event described in clause (iv) of the definition thereof) shall occur; (f) the aggregate of Insured Payments under the Certificate Insurance Draw Amounts Policy exceeds 1% of the Pool Balance as of the Initial Cut-Off off Date; or (g) if at any time, Liquidation Loss Amounts incurred by the Trust exceed $4,450,600 Transferor or the Servicer becomes subject to a tax lien and either not released within sixty (i60) there exists any unreimbursed draw under the Certificate Insurance Policy for a period days of six months or (ii) either of the Excess Spread Conditions is not satisfiedits attachment; then, in the case of any event described in subparagraph (a), (b) or (e) after the applicable grace period, if any, set forth in such subparagraphs, either the Certificate Insurer, the Trustee or the Holders of Investor Certificates evidencing Percentage Interests aggregating more than 51%, with the consent of the Certificate Insurer, by notice given in writing to the Transferor and the Servicer (and to the Trustee, Trustee if given by either the 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 subparagraphs (c), (d), (f) or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Trustee, the Certificate Insurer or the Investor Certificateholders, immediately upon the occurrence of such event.