Common use of Rapid Amortization Events Clause in Contracts

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(2) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes of Notes; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes. A Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement. (e) An Insolvency Event occurs with respect to the Transferor or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days; (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (g) The aggregate of all draws under the Policy exceeds the percentage of the Original Note Principal Balance of both Classes specified in the Adoption Annex, then, when any event described in subparagraph (a), (b), (c), or (d) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer), by notice given in writing to the Transferor, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(2) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes of NotesAmount; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both ClassesAmount. A Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement. (e) An Insolvency Event occurs with respect to the Transferor or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days; (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (g) The aggregate of all draws under the Policy exceeds the percentage of the Original Note Principal Balance of both Classes specified in the Adoption Annex, then, when any event described in subparagraph (a), (b), (c), or (d) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer)Trustee, the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer)Amount, by notice given in writing to the Transferor, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(2) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes of Notes; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes. A Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement. (e) An Insolvency Event occurs with respect to the Transferor or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days; (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (g) The aggregate of all draws under the Policy exceeds the percentage of the Original Note Principal Balance of both Classes specified in the Adoption Annex, then, when any event described in subparagraph (a), (b), (c), or (d) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer), by notice given in writing to the Transferor, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take transfer to the action specified Trust Eligible Substitute Mortgage Loans or deposit into the Collection Account the Transfer Deposit Amount in the second sentence of accordance with Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(22.07(a) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes of the Notes; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes. A the Notes (a Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement.); (e) An Insolvency Event occurs with respect to the Transferor holder of the Class R-1 Certificates or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days; (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (g) The aggregate of all draws under the Policy exceeds the percentage of the Original Note Principal Balance of both Classes the Insured Notes specified in the Adoption Annex, . then, when any event described in subparagraph (a), (b), (c), or (d) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes the Notes (with the consent of the Credit Enhancer), by notice given in writing to the Transferorholder of the Class R-1 Certificates, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of the Sale and Servicing Agreement or the failure to substitute an Eligible Substitute Mortgage Loan or deposit into the Collection Account the Transfer Deposit Amount in accordance with Section 2.04(b)(22.02(b) of the Sale and Servicing Agreement as provided in Section 2.04(d)(2) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes of Notes; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes. A Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement. (e) An Insolvency Event occurs with respect to the Transferor or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days; (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (g) The aggregate of all draws under the Policy exceeds the percentage of the Original Note Principal Balance of both Classes specified in the Adoption Annex, then, when any event described in subparagraph (a), (b), (c), or (d) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer), by notice given in writing to the Transferor, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made;. (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(2) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes of Notes;Amount. (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both ClassesAmount. A Rapid Amortization Event pursuant to this subparagraph (db) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement. (e) An an Insolvency Event occurs with respect to the Transferor or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days;. (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or. (g) The aggregate of all draws under the Policy exceeds the percentage of the aggregate of the Original Note Principal Balance of both Classes specified in the Adoption Annex, then. Then, when any event described in subparagraph (a), (b), (c), or (d) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer)Trustee, the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer)Amount, by notice given in writing to the Transferor, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made;. (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor or the Master Servicer to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(2) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes of Notes;Amount. (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both ClassesAmount. A Rapid Amortization Event pursuant to this subparagraph (db) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement. (e) An Insolvency Event occurs with respect to the Transferor or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days;. (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or. (g) The aggregate of all draws under the Policy exceeds the percentage of the Original Note Principal Balance of both Classes specified in the Adoption Annex, then. Then, when any event described in subparagraph (a), (b), (c), or (d) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer)Trustee, the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer)Amount, by notice given in writing to the Transferor, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take transfer to the action specified Trust Eligible Substitute Mortgage Loans or deposit into the Collection Account the Transfer Deposit Amount in the second sentence of accordance with Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(22.07(a) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes of Notes; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes. A Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement. (e) An Insolvency Event occurs with respect to the Transferor or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days; (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (g) The aggregate of all draws under the Policy exceeds the percentage of the Original Note Principal Balance of both Classes specified in the Adoption Annex, then, when any event described in subparagraph (a), (b), (c), or (d) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer), by notice given in writing to the Transferor, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs shall occur during the Managed Amortization Period: (a) The failure on the part of the Sponsor or the Master Servicer Seller (i) to make any payment or deposit required by the Sale and Servicing Agreement within terms of this Agreement, on or before the date occurring three Business Days after the date such payment or deposit was is required to be made; made herein, or (bii) The failure of the Sponsor or the Master Servicer to cause the Depositor duly to observe or perform in any material respect the covenants of the Depositor Seller set forth in Section 2.01(h2.04(a) or 2.05 of the Sale and Servicing Agreement.; (ciii) The failure of the Sponsor duly to observe or perform in any material respect any other covenants or agreements of the Sponsor Seller set forth in the Sale and Servicing Agreement that this Agreement, which failure, in each case, materially and adversely affects the interests of the Noteholders Certificateholders or the Credit Enhancer and that which, in the case of clause (iii), continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer Certificateholders for a period of 60 days (five days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(2) of the Sale and Servicing Agreement) after the date on which written notice of the such failure, requiring it the same to be remedied, shall have been given to the Sponsor Seller by the Indenture Trustee, or to the Sponsor Seller and the Indenture Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51% of the aggregate Outstanding Amount of both Classes of Notes%; (db) Any any representation or warranty made by the Sponsor Seller or the Depositor in the Sale and Servicing this Agreement proves shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders Investor Certificateholders or the Credit Enhancer are materially and adversely affected and that which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders Certificateholders or the Credit Enhancer for a period of 60 days after the date on which written notice of the such failure, requiring it the same to be remedied, shall have been given to the Sponsor Seller or the Depositor, as the case may be, by the Indenture Trustee, or to the SponsorSeller, the Depositor, Depositor and the Indenture Trustee by either the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51% of the aggregate Outstanding Amount of both Classes. A %; provided, however, that a Rapid Amortization Event pursuant to this subparagraph (db) shall not occur be deemed to have occurred hereunder if the Sponsor Transferor has accepted retransfer of the related Mortgage Loan or Mortgage Loans or substituted for them during the 60-day such period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement.provisions hereof; (ec) An Insolvency Event occurs with respect the Transferor or the Depositor shall voluntarily go into liquidation, consent to the appointment of a con- servator 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, but for this purpose the 60-day periods 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 definition premises for the appointment of Insolvency Event 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 be 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; or (fd) The the Trust becomes shall become subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (g) The aggregate of all draws under the Policy exceeds the percentage of the Original Note Principal Balance of both Classes specified then, in the Adoption Annex, then, when case of any event described in subparagraph (a), ) or (b)) after the applicable grace period, (c)if any, or (d) occursset forth in such subparagraphs, either the Indenture Trustee (with the consent of the Credit Enhancer)Trustee, the Credit Enhancer, Enhancer or the Holders of not less Investor Certificates evidencing Percentage Interests aggregating more than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer)%, by notice given in writing to the Transferor, the Depositor, Depositor and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the NoteholdersInvestor Certificateholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the such notice, and in the case of any event described in subparagraph (e), (f), c) or (gd), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, Enhancer or the NoteholdersInvestor Certificateholders, immediately upon its occurrencethe occurrence of such event.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made;. (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor or the Master Servicer to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(2) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes of Notes;Amount. (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both ClassesAmount. A Rapid Amortization Event pursuant to this subparagraph (db) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement. (e) An Insolvency Event occurs with respect to the Transferor or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days;. (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or. (g) The aggregate of all draws A draw has been made under the Policy exceeds the percentage Policy. (h) The occurrence of the Original Note Principal Balance an Event of both Classes specified in the Adoption Annex, thenServicing Termination. Then, when any event described in subparagraph (a), (b), (c), (d), or (dh) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer)Trustee, the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer)Amount, by notice given in writing to the Transferor, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take transfer to the action specified Trust Eligible Substitute Mortgage Loans or deposit into the Collection Account the Transfer Deposit Amount in the second sentence of accordance with Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(22.07(a) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both all Classes of Notes; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes. A all Classes (a Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement.); (e) An Insolvency Event occurs with respect to the Transferor or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days; (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; (g) Any draw has been made under the Policy and the Credit Enhancer has not been reimbursed for the draw within 90 days of the date of the draw; or (gh) The aggregate occurrence of all draws under the Policy exceeds the percentage an Event of the Original Note Principal Balance of both Classes specified in the Adoption Annex, Servicing Termination; then, when any event described in subparagraph (a), (b), (c), (d), or (dh) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both all Classes (with the consent of the Credit Enhancer), by notice given in writing to the Transferor, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take transfer to the action specified Trust Eligible Substitute Mortgage Loans or deposit into the Collection Account the Transfer Deposit Amount in the second sentence of accordance with Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(22.07(a) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both all Classes of Notes; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes. A all Classes (a Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement. (e) An Insolvency Event occurs with respect to the Transferor or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days); (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (g) The aggregate of all draws under the Policy exceeds the percentage of the Original Note Principal Balance of both Classes specified in the Adoption Annex, then, when any event described in subparagraph (a), (b), (c), or (d) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer), by notice given in writing to the Transferor, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of the Sale and Servicing Agreement or the failure to substitute an Eligible Substitute Mortgage Loan in accordance with Section 2.04(b)(22.02 as provided in Section 2.04(b) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes of Notes; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes. A Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement. (e) An Insolvency Event occurs with respect to the Transferor or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days; (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (g) The aggregate of all draws under the Policy exceeds the percentage of the Original Note Principal Balance of both Classes specified in the Adoption Annex, then, when any event described in subparagraph (a), (b), (c), or (d) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer), by notice given in writing to the Transferor, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(2) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes of NotesAmount; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both ClassesAmount. A Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement. (e) An Insolvency Event occurs with respect to the Transferor or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days; (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (g) The aggregate of all draws under the Policy exceeds the percentage of the Original Note Principal Balance of both Classes specified in the Adoption Annex, then, when any event described in subparagraph (a), (b), (c), or (d) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer), by notice given in writing to the Transferor, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following ------------------------- events occurs shall occur during the Managed Amortization Period: (a) The failure on the part of the Sponsor or the Master Servicer (i) to make any payment or deposit required by the Sale and Servicing Agreement within terms of this Agreement, on or before the date occurring three Business Days after the date such payment or deposit was is required to be made; made herein, or (bii) The failure of the Sponsor or the Master Servicer to cause the Depositor duly to observe or perform in any material respect the covenants of the Depositor set forth in Section 2.01(h2.05 or (iii) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor duly to observe or perform in any material respect any other covenants or agreements of the Sponsor set forth in the Sale and Servicing Agreement that this Agreement, which failure, in each case, materially and adversely affects the interests of the Noteholders Certificateholders or the Credit Enhancer and that which, in the case of clause (iii), continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer Certificate- holders for a period of 60 days (five days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(2) of the Sale and Servicing Agreement) after the date on which written notice of the such failure, requiring it the same to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51% of the aggregate Outstanding Amount of both Classes of Notes%; (db) Any any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing this Agreement proves shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders Investor Certificateholders or the Credit Enhancer are materially and adversely affected and that which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders Certificateholders or the Credit Enhancer for a period of 60 days after the date on which written notice of the such failure, requiring it the same to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, Depositor and the Indenture Trustee by either the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51% of the aggregate Outstanding Amount of both Classes. A %; provided, however, that a Rapid Amortization Event -------- ------- pursuant to this subparagraph (db) shall not occur be deemed to have occurred hereunder if the Sponsor has accepted retransfer of the related Mortgage Loan or Mortgage Loans or substituted for them made a substitution therefor during the 60-day such period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement.provisions hereof; (ec) An Insolvency Event occurs with respect 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, but for this purpose the 60-day periods 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 definition premises for the appointment of Insolvency Event 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 be have been entered against the 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 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; (fd) The the Trust becomes shall become subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (ge) The the aggregate of all draws under the Policy exceeds the percentage 1% of the Original Note Principal Balance of both Classes specified Cut-off Date Pool Balance; then, in the Adoption Annex, then, when case of any event described in subparagraph (a), ) or (b)) after the applicable grace period, (c)if any, or (d) occursset forth in such subparagraphs, either the Indenture Trustee (with the consent of the Credit Enhancer)Trustee, the Credit Enhancer, Enhancer or the Holders of not less Investor Certificates evidencing Percentage Interests aggregating more than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer)%, by notice given in writing to the Transferor, the Depositor, Depositor and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the NoteholdersInvestor Certificate- holders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the such notice, and in the case of any event described in subparagraph (ec), (f), d) or (ge), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, Enhancer or the NoteholdersInvestor Certificateholders, immediately upon its occurrencethe occurrence of such event.

Rapid Amortization Events. If any one of the following events occurs shall occur during the Managed Amortization Period: (a) The failure on the part of the Sponsor or the Master Servicer Transferor (i) to make any payment or deposit required by the Sale and Servicing Agreement within terms of this Agreement, on or before the date occurring three Business Days after the date such payment or deposit was is required to be made; made herein, or (bii) The failure of the Sponsor or the Master Servicer to cause the Depositor duly to observe or perform in any material respect the covenants of the Depositor Transferor set forth in Section 2.01(h2.04(a) or 2.05 of the Sale and Servicing Agreement.; (ciii) The failure of the Sponsor duly to observe or perform in any material respect any other covenants or agreements of the Sponsor Transferor set forth in the Sale and Servicing Agreement that this Agreement, which failure, in each case, materially and adversely affects the interests of the Noteholders Certificateholders or the Credit Enhancer and that which, in the case of clause (iii), continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer Certificateholders for a period of 60 days (five days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(2) of the Sale and Servicing Agreement) after the date on which written notice of the such failure, requiring it the same to be remedied, shall have been given to the Sponsor Transferor by the Indenture Trustee, or to the Sponsor Transferor and the Indenture Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Voting Rights aggregating not less than 51% of the aggregate Outstanding Amount of both Classes of Notes%; (db) Any any representation or warranty made by the Sponsor Transferor or the Depositor in the Sale and Servicing this Agreement proves shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders Investor Certificateholders or the Credit Enhancer are materially and adversely affected and that which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders Certificateholders or the Credit Enhancer for a period of 60 days after the date on which written notice of the such failure, requiring it the same to be remedied, shall have been given to the Sponsor Transferor or the Depositor, as the case may be, by the Indenture Trustee, or to the SponsorTransferor, the Depositor, Depositor and the Indenture Trustee by either the Credit Enhancer or the Holders of Investor Certificates evidencing Voting Rights aggregating not less than 51% of the aggregate Outstanding Amount of both Classes. A %; PROVIDED, HOWEVER, that a Rapid Amortization Event pursuant to this subparagraph (db) shall not occur be deemed to have occurred hereunder if the Sponsor Transferor has accepted retransfer of the related Mortgage Loan or Mortgage Loans or substituted for them during the 60-day such period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement.provisions hereof; (ec) An Insolvency Event occurs with respect 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, but for this purpose the 60-day periods 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 definition premises for the appointment of Insolvency Event 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 be 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; (fd) The the Trust becomes shall become subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (ge) The the aggregate of all draws under the Policy exceeds the percentage __% of the Original Note Principal Balance of both Classes specified Initial Cut-Off Date Pool Balance; then, in the Adoption Annex, then, when case of any event described in subparagraph (a), ) or (b)) after the applicable grace period, (c)if any, or (d) occursset forth in such subparagraphs, either the Indenture Trustee (with the consent of the Credit Enhancer)Trustee, the Credit Enhancer, Enhancer or the Holders of not less Investor Certificates evidencing Voting Rights aggregating more than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer)%, by notice given in writing to the Transferor, the Depositor, Depositor and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the NoteholdersInvestor Certificateholders) may declare that an early amortization event (a "Rapid Amortization EventRAPID AMORTIZATION EVENT") has occurred as of the date of the such notice, and in the case of any event described in subparagraph (ec), (f), d) or (ge), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, Enhancer or the NoteholdersInvestor Certificateholders, immediately upon its occurrencethe occurrence of such event.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(2) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes of NotesAmount; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both ClassesAmount. A Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement.; (e) An Insolvency Event occurs with respect to the Transferor or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days; (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; (g) Any draw has been made under the Policy and the Credit Enhancer has not been reimbursed for the draw within 90 days of the date of the draw; or (gh) The aggregate occurrence of all draws under the Policy exceeds the percentage an Event of the Original Note Principal Balance of both Classes specified in the Adoption Annex, Servicing Termination; then, when any event described in subparagraph (a), (b), (c), (d), or (dh) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer), by notice given in writing to the Transferor, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of the Sale and Servicing Agreement or the failure to substitute an Eligible Substitute Mortgage Loan in accordance with Section 2.04(b)(22.02 as provided in Section 2.04(b) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes of NotesAmount; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both ClassesAmount. A Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement.; (e) An Insolvency Event occurs with respect to the Transferor or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days; (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (g) The aggregate of all draws under the Policy exceeds the percentage of the Original Note Principal Balance of both Classes specified in the Adoption Annex, ; then, when any event described in subparagraph (a), (b), (c), or (d) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer), by notice given in writing to the Transferor, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one The following shall constitute Rapid Amortization Events with respect to each Class of the following events occurs during the Managed Amortization PeriodSecurities: (a) The failure on the part of the Issuer, the Sponsor or the Master Servicer Servicer, as the case may be, (i) to make any payment or deposit required by the terms of this Pooling Agreement, the Sale and Servicing Agreement or the Insurance Agreement, within three two Business Days after the notification that such payment or deposit was is required to be made; , or (bii) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants or agreements of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of Issuer, the Sponsor to observe or perform in any material respect any other covenants of the Sponsor Servicer, as the case may be, set forth in the Sale and Servicing Agreement that or the Insurance Agreement or this Pooling Agreement, as the case may be, which failure, in each case, materially and adversely affects the interests of the Noteholders Securityholders, the Insurer or Xxxxxxx Mac (with respect to the Credit Enhancer Class A-1 Certificates) and that which, in the case of clause (ii), continues unremedied and continues to affect materially and adversely the interests of the Noteholders Securityholders, the Insurer or Xxxxxxx Mac (with respect to the Credit Enhancer Class A-1 Certificates) for a period of 60 days (five days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(2) of the Sale and Servicing Agreement) after the date on which written notice of the such failure, requiring it the same to be remedied, shall have been given to the Issuer, the Sponsor or the Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Sponsor or the Servicer, as the case may be, and the Indenture Trustee by the Credit Enhancer Insurer or Xxxxxxx Mac (with respect to the Class A-1 Certificates) or Holders of not less Securities evidencing more than 5150% of the aggregate Outstanding Amount of both Classes of NotesAmount; (db) Any any representation or warranty made by the Issuer, the Sponsor or the Depositor Servicer, as the case may be, in this Pooling Agreement, the Sale and Servicing Agreement proves or the Insurance Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders Securityholders, the Insurer or Xxxxxxx Mac (with respect to the Credit Enhancer Class A-1 Certificates) are materially and adversely affected and that which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders Securityholders, the Insurer or Xxxxxxx Mac (with respect to the Credit Enhancer Class A-1 Certificates) for a period of 60 days after the date on which written notice of the such failure, requiring it the same to be remedied, shall have been given to the Issuer, the Sponsor or the DepositorServicer, as the case may be, by the Indenture Trustee, or to the SponsorIssuer, the DepositorSponsor or the Servicer, as the case may be, and the Indenture Trustee by either the Credit Enhancer Insurer, Xxxxxxx Mac (with respect to the Class A-1 Certificates) or the Holders of not less Securities evidencing more than 5150% of the aggregate Outstanding Amount of both Classes. A Amount; provided, however, that with respect to any such representation or warranty made with respect to the related Mortgage Loans, a Rapid Amortization Event pursuant to this subparagraph (db) shall not occur be deemed to have occurred hereunder if the Servicer or the Sponsor has accepted retransfer of the such related Mortgage Loan or related Mortgage Loans or substituted for them during the 60-day such period (or such longer period (not to exceed an additional 60 days) days as the Indenture Trustee may specifyspecify with the consent of the Insurer and Xxxxxxx Mac (with respect to the Class A-1 Certificates)) in accordance with the Sale and Servicing Agreement. (e) An Insolvency Event occurs with respect to the Transferor or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 daysprovisions hereof; (fc) The the Servicer, the Sponsor or the Issuer 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 Servicer, the Sponsor or the Trust 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 Servicer, the Sponsor of the Trust and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Servicer, the Sponsor or the Trust shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (d) the Issuer becomes subject to 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; or; (ge) The as of a given date, the aggregate of all draws under the Policy (and the Guarantee with respect to the Class A-1 Certificates) related to either Class exceeds the percentage 1% of the Original Note Principal related Pool Balance as of both Classes specified the Cut-Off Date; and (f) default in the Adoption Annexpayment of any interest, thenprincipal or any installment of principal on the related Class of Class A Securities when the same becomes due and payable, when and such default continues for a period of five Business Days. The occurrence of a Rapid Amortization Event with respect to a Class of Securities will not cause the occurrence of a Rapid Amortization Event with respect to the other Class of Securities unless the same event or circumstance is a Rapid Amortization Event with respect to both Classes. In the case of any event described above in subparagraph clauses (a)) through (e) above, a Rapid Amortization Event with respect to a Class of Securities will be deemed to have occurred only if, after the applicable grace period, if any, described herein or in the Sale and Servicing Agreement either (b)i) Holders holding Securities evidencing more than 50% of the Outstanding Amount of such Class of Securities, (c)with the prior written consent of the Controlling Party, or (dii) occursthe Controlling Party, either by written notice to the Indenture Trustee (with the consent of the Credit Enhancer)Issuer, the Credit EnhancerInsurer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer), by notice given in writing to the TransferorXxxxxxx Mac, the DepositorSponsor, the Servicer and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") Event has occurred with respect to such Class as of the date of the such notice, and or in the case of any event described in subparagraph (e), clause (f), the Controlling Party or (g), Holders holding Securities evidencing more than 50% of the Outstanding Amount of such Class of Securities by such written notice declare that a Rapid Amortization Event has occurred with respect to such Class as of the date of such notice. Following the occurrence of a Rapid Amortization Event described in clauses (a) through (e) the Controlling Party shall occur without have the right to direct the Trustee to sell the related Pool of Mortgage Loans. Following the occurrence of a Rapid Amortization Event described in clause (f), the Holders holding Securities evidencing more than 50% of the Outstanding Amount of such Class of Securities shall have the right to so direct the Trustee. If the Controlling Party has directed such sale, the Policy or the Guarantee, as applicable, will cover any notice amounts by which such remaining net proceeds are insufficient to pay the related Security Principal Balance of such Class of Securities, together with all accrued and unpaid interest thereon. In addition to the consequences of a Rapid Amortization Event discussed above, if the Sponsor voluntarily files a bankruptcy petition or other action goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Sponsor, on the part day of any such filing or appointment no further Additional Balances will be transferred to the Indenture Trust, and the Sponsor will promptly give notice to the Trustee, the Credit EnhancerInsurer and Xxxxxxx Mac of any such filing or appointment. Within 15 days, the Trustee will publish a notice of the occurrence of such event. If so directed by the Controlling Party, the Trustee will sell, dispose of or otherwise liquidate the Trust Property with respect to the Mortgage Loans in each Pool in a commercially reasonable manner and on commercially reasonable terms. So long as no Event of Servicing Termination has occurred and is continuing, any such sale, disposal or liquidation and such sale, disposal or liquidation will be "servicing retained" by the Servicer. With respect to each Pool and the related Class of Securities, the net proceeds of such sale will first be paid pro rata to the Insurer to the extent of unreimbursed draws under the Policy related to such Class of Securities and other amounts owing to the Insurer (but only if an Insurer Default shall not have occurred and be continuing) and to Xxxxxxx Mac to the extent of unreimbursed payments under the Guarantee related to such Class of Securities. The remainder of such net proceeds will then be distributed to the Holders of the such Class of Securities insofar as may be necessary to reduce the Security Principal Balance of such Class, together with all accrued and unpaid interest due thereon, to zero. If the Controlling Party has directed the Trustee to undertake such sale or liquidation, the Policy or the NoteholdersGuarantee, immediately upon its occurrenceas applicable, will cover any amount by which such remaining net proceeds are insufficient to pay the related Security Principal Balance, together with all accrued and unpaid interest due thereon, in full.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made;. (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor or Master Servicer to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(2) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes of Notes;Voting Rights. (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both ClassesVoting Rights. A Rapid Amortization Event pursuant to this subparagraph (db) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement. (e) An Insolvency Event occurs with respect to the Transferor or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days; (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (g) The aggregate of all draws under the Policy exceeds the percentage of the Original Note Principal Balance of both Classes specified in the Adoption Annex, then, when any event described in subparagraph (a), (b), (c), or (d) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer), by notice given in writing to the Transferor, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one The following shall constitute Rapid Amortization Events with respect to each Class of the following events occurs during the Managed Amortization PeriodSecurities: (a) The failure on the part of the Issuer, the Sponsor or the Master Servicer Servicer, as the case may be, (i) to make any payment or deposit required by the terms of this Pooling Agreement, the Sale and Servicing Agreement or the Insurance Agreement, within three two Business Days after the notification that such payment or deposit was is required to be made; , or (bii) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants or agreements of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of Issuer, the Sponsor to observe or perform in any material respect any other covenants of the Sponsor Servicer, as the case may be, set forth in the Sale and Servicing Agreement that or the Insurance Agreement or this Pooling Agreement, as the case may be, which failure, in each case, materially and adversely affects the interests of the Noteholders Securityholders, the Insurer or Xxxxxxx Mac (with respect to the Credit Enhancer Class A-1 Certificates) and that which, in the case of clause (ii), continues unremedied and continues to affect materially and adversely the interests of the Noteholders Securityholders, the Insurer or Xxxxxxx Mac (with respect to the Credit Enhancer Class A-1 Certificates) for a period of 60 days (five days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(2) of the Sale and Servicing Agreement) after the date on which written notice of the such failure, requiring it the same to be remedied, shall have been given to the Issuer, the Sponsor or the Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Sponsor or the Servicer, as the case may be, and the Indenture Trustee by the Credit Enhancer Insurer or Xxxxxxx Mac (with respect to the Class A-1 Certificates) or Holders of not less Securities evidencing more than 5150% of the aggregate Outstanding Amount of both Classes of NotesAmount; (db) Any any representation or warranty made by the Issuer, the Sponsor or the Depositor Servicer, as the case may be, in this Pooling Agreement, the Sale and Servicing Agreement proves or the Insurance Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders Securityholders, the Insurer or Xxxxxxx Mac (with respect to the Credit Enhancer Class A-1 Certificates) are materially and adversely affected and that which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders Securityholders, the Insurer or Xxxxxxx Mac (with respect to the Credit Enhancer Class A-1 Certificates) for a period of 60 days after the date on which written notice of the such failure, requiring it the same to be remedied, shall have been given to the Issuer, the Sponsor or the DepositorServicer, as the case may be, by the Indenture Trustee, or to the SponsorIssuer, the DepositorSponsor or the Servicer, as the case may be, and the Indenture Trustee by either the Credit Enhancer Insurer, Xxxxxxx Mac (with respect to the Class A-1 Certificates) or the Holders of not less Securities evidencing more than 5150% of the aggregate Outstanding Amount of both Classes. A Amount; provided, however, that with respect to any such representation or warranty made with respect to the related Mortgage Loans, a Rapid Amortization Event pursuant to this subparagraph (db) shall not occur be deemed to have occurred hereunder if the Servicer or the Sponsor has accepted retransfer of the such related Mortgage Loan or related Mortgage Loans or substituted for them during the 60-day such period (or such longer period (not to exceed an additional 60 days) days as the Indenture Trustee may specifyspecify with the consent of the Insurer and Xxxxxxx Mac (with respect to the Class A-1 Certificates)) in accordance with the Sale and Servicing Agreement. (e) An Insolvency Event occurs with respect to the Transferor or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 daysprovisions hereof; (fc) The the Servicer, the Sponsor or the Issuer 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 Servicer, the Sponsor or the Trust 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 Servicer, the Sponsor of the Trust and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Servicer, the Sponsor or the Trust shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (d) the Issuer becomes subject to 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; or; (ge) The as of a given date, the aggregate of all draws under the Policy (and the Guarantee with respect to the Class A-1 Certificates) related to either Class exceeds the percentage 1% of the Original Note Principal related Pool Balance as of both Classes specified the Cut-Off Date; and (f) default in the Adoption Annexpayment of any interest, thenprincipal or any installment of principal on the related Class of Class A Securities when the same becomes due and payable, when and such default continues for a period of five Business Days. The occurrence of a Rapid Amortization Event with respect to a Class of Securities will not cause the occurrence of a Rapid Amortization Event with respect to the other Class of Securities unless the same event or circumstance is a Rapid Amortization Event with respect to both Classes. In the case of any event described above in subparagraph clauses (a)) through (e) above, a Rapid Amortization Event with respect to a Class of Securities will be deemed to have occurred only if, after the applicable grace period, if any, described herein or in the Sale and Servicing Agreement either (b)i) the Trustee or Holders holding Securities evidencing more than 50% of the Outstanding Amount of such Class of Securities, (c), or (d) occurs, either the Indenture Trustee (with the prior written consent of the Credit Enhancer)Controlling Party or (ii) the Controlling Party by written notice to the Issuer, the Credit EnhancerInsurer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer), by notice given in writing to the TransferorXxxxxxx Mac, the DepositorSponsor, and the Master Servicer (and to the Indenture Trustee Trustee, if given by either the Credit Enhancer Holders or the NoteholdersInsurer) may declare that an early amortization event (a "Rapid Amortization Event") Event has occurred with respect to such Class as of the date of the such notice, and or in the case of any event described in subparagraph (e), clause (f), the Trustee or (g), Holders holding Securities evidencing more than 50% of the Outstanding Amount of such Class of Securities by such written notice declare that a Rapid Amortization Event has occurred with respect to such Class as of the date of such notice. Following the occurrence of a Rapid Amortization Event described in clauses (a) through (e) the Controlling Party shall occur without have the right to direct the Trustee to sell the related Pool of Mortgage Loans. Following the occurrence of a Rapid Amortization Event described in clause (f), the Holders holding Securities evidencing more than 50% of the Outstanding Amount of such Class of Securities shall have the right to so direct the Trustee. If the Controlling Party has directed such sale, the Policy or the Guarantee, as applicable, will cover any notice amounts by which such remaining net proceeds are insufficient to pay the related Security Principal Balance of such Class of Securities, together with all accrued and unpaid interest thereon. In addition to the consequences of a Rapid Amortization Event discussed above, if the Sponsor voluntarily files a bankruptcy petition or other action goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Sponsor, on the part day of any such filing or appointment no further Additional Balances will be transferred to the Indenture Trust, and the Sponsor will promptly give notice to the Trustee, the Credit EnhancerInsurer and Xxxxxxx Mac of any such filing or appointment. Within 15 days, the Trustee will publish a notice of the occurrence of such event. If so directed by the Controlling Party, the Trustee will sell, dispose of or otherwise liquidate the Trust Property with respect to the Mortgage Loans in each Pool in a commercially reasonable manner and on commercially reasonable terms. So long as no Event of Servicing Termination has occurred and is continuing, any such sale, disposal or liquidation and such sale, disposal or liquidation will be "servicing retained" by the Servicer. With respect to each Pool and the related Class of Securities, the net proceeds of such sale will first be paid pro rata to the Insurer to the extent of unreimbursed draws under the Policy related to such Class of Securities and other amounts owing to the Insurer (but only if an Insurer Default shall not have occurred and be continuing) and to Xxxxxxx Mac to the extent of unreimbursed payments under the Guarantee related to such Class of Securities. The remainder of such net proceeds will then be distributed to the Holders of the such Class of Securities insofar as may be necessary to reduce the Security Principal Balance of such Class, together with all accrued and unpaid interest due thereon, to zero. If the Controlling Party has directed the Trustee to undertake such sale or liquidation, the Policy or the NoteholdersGuarantee, immediately upon its occurrenceas applicable, will cover any amount by which such remaining net proceeds are insufficient to pay the related Security Principal Balance, together with all accrued and unpaid interest due thereon, in full.

Rapid Amortization Events. If any one of the following ------------------------- events occurs shall occur during the Managed Amortization Period: (a) The failure on the part of the Sponsor or the Master Servicer (i) to make any payment or deposit required by the Sale and Servicing Agreement within terms of this Agreement, on or before the date occurring three Business Days after the date such payment or deposit was is required to be made; made herein, or (bii) The failure of the Sponsor or the Master Servicer to cause the Depositor to duly observe or perform in any material respect the covenants of the Depositor set forth in Section 2.01(h2.05 or (iii) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor duly to observe or perform in any material respect any other covenants or agreements of the Sponsor set forth in the Sale and Servicing Agreement that this Agreement, which failure, in each case, materially and adversely affects the interests of the Noteholders Certificateholders or the Credit Enhancer and that which, in the case of clause (iii), continues unremedied and continues to affect materially and adversely the interests of the Noteholders Certificateholders or the Credit Enhancer for a period of 60 days (five days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(2) of the Sale and Servicing Agreement2.01(b)) after the date on which written notice of the such failure, requiring it the same to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51% of the aggregate Outstanding Amount of both Classes of NotesInvestor Certificates; (db) Any any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing this Agreement proves shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders Investor Certificateholders or the Credit Enhancer are materially and adversely affected and that which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders Certificateholders or the Credit Enhancer for a period of 60 days after the date on which written notice of the such failure, requiring it the same to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, Depositor and the Indenture Trustee by either the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51% of the aggregate Outstanding Amount both Classes of both Classes. A Investor Certificates; provided, -------- however, that a Rapid Amortization Event pursuant to this subparagraph ------- (db) shall not occur be deemed to have occurred hereunder if the Sponsor has accepted retransfer of the related Mortgage Loan or Mortgage Loans or substituted for them made a substitution therefor during the 60-day such period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement.provisions hereof; (ec) An Insolvency Event occurs with respect 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, but for this purpose the 60-day periods 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 definition premises for the appointment of Insolvency Event 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 be 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; (fd) The the Trust becomes shall become subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (ge) The the aggregate of all draws under the Policy exceeds the percentage 1% of the Original Note Principal Balance of both Classes specified Cut-off Date Pool Balance; then, in the Adoption Annex, then, when case of any event described in subparagraph (a), ) or (b)) after the applicable grace period, (c)if any, or (d) occursset forth in such subparagraphs, either the Indenture Trustee (with the consent of the Credit Enhancer)Trustee, the Credit Enhancer, Enhancer or the Holders of not less Investor Certificates evidencing Percentage Interests aggregating more than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer)Investor Certificates, by notice given in writing to the Transferor, the Depositor, Depositor and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the NoteholdersInvestor Certificateholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date ------------------------ of the such notice, and in the case of any event described in subparagraph (ec), (f), d) or (ge), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, Enhancer or the NoteholdersInvestor Certificateholders, immediately upon its occurrencethe occurrence of such event.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of the Sale and Servicing Agreement or the failure to substitute an Eligible Substitute Mortgage Loan in accordance with Section 2.04(b)(22.02 as provided in Section 2.04(d) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes of Notes; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes. A Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement. (e) An Insolvency Event occurs with respect to the Transferor or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days; (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (g) The aggregate of all draws under the Policy exceeds the percentage of the Original Note Principal Balance of both Classes specified in the Adoption Annex, then, when any event described in subparagraph (a), (b), (c), or (d) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer), by notice given in writing to the Transferor, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(2) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes of NotesAmount; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both ClassesAmount. A Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement. (e) An Insolvency Event occurs with respect to the Transferor or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days; (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (g) The aggregate of all draws under the Policy exceeds the percentage of the Original Note Principal Balance of both Classes specified in the Adoption Annex, then, when any event described in subparagraph (a), (b), (c), or (d) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer)Trustee, the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer)Amount, by notice given in writing to the Transferor, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take transfer to the action specified Trust Eligible Substitute Mortgage Loans or deposit into the Collection Account the Transfer Deposit Amount in the second sentence of accordance with Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(22.07(a) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both all Classes of Notes; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes. A all Classes (a Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement.); (e) An Insolvency Event occurs with respect to the Transferor holder of the Class R-1 Certificates or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days; (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or; (g) The aggregate of all draws under the Policy exceeds the percentage of the Original Note Principal Balance of both Classes the Insured Notes specified in the Adoption Annex; or (h) The failure of the sponsor to pay under the Sponsor Loss Coverage Obligation, which failure continues unremedied for 30 days; then, when any event described in subparagraph (a), (b), (c), (d), or (dh) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both all Classes (with the consent of the Credit Enhancer), by notice given in writing to the Transferorholder of the Class R-1 Certificates, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), ) or (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take transfer to the action specified Trust Eligible Substitute Mortgage Loans or deposit into the Collection Account the Transfer Deposit Amount in the second sentence of accordance with Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(22.07(a) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both all Classes of Notes; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes. A all Classes (a Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement.); (e) An Insolvency Event occurs with respect to the Transferor holder of the Class R-1 Certificates or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days; (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (g) The aggregate of all draws under the Policy exceeds the percentage of the Original Note Principal Balance of both Classes the Insured Notes specified in the Adoption Annex, . then, when any event described in subparagraph (a), (b), (c), or (d) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both all Classes (with the consent of the Credit Enhancer), by notice given in writing to the Transferorholder of the Class R-1 Certificates, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs shall occur during the Managed Amortization Period: (a) The failure on the part of the Sponsor or the Master Servicer (i) to make any payment or deposit required by the Sale and Servicing Agreement within terms of this Agreement, on or before the date occurring three Business Days after the date such payment or deposit was is required to be made; made herein, or (bii) The failure of the Sponsor or the Master Servicer to cause the Depositor to duly observe or perform in any material respect the covenants of the Depositor set forth in Section 2.01(h2.05 or (iii) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor duly to observe or perform in any material respect any other covenants or agreements of the Sponsor set forth in the Sale and Servicing Agreement that this Agreement, which failure, in each case, materially and adversely affects the interests of the Noteholders Certificateholders or the Credit Enhancer and that which, in the case of clause (iii), continues unremedied and continues to affect materially and adversely the interests of the Noteholders Certificateholders or the Credit Enhancer for a period of 60 days (five days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(2) of the Sale and Servicing Agreement2.01(b)) after the date on which written notice of the such failure, requiring it the same to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51% of the aggregate Outstanding Amount of both Classes of Notes%; (db) Any any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing this Agreement proves shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders Investor Certificateholders or the Credit Enhancer are materially and adversely affected and that which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders Certificateholders or the Credit Enhancer for a period of 60 days after the date on which written notice of the such failure, requiring it the same to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, Depositor and the Indenture Trustee by either the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51% of the aggregate Outstanding Amount of both Classes. A %; provided, however, that a Rapid Amortization Event pursuant to this subparagraph (db) shall not occur be deemed to have occurred hereunder if the Sponsor has accepted retransfer of the related Mortgage Loan or Mortgage Loans or substituted for them made a substitution therefor during the 60-day such period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement.provisions hereof; (ec) An Insolvency Event occurs with respect 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, but for this purpose the 60-day periods 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 definition premises for the appointment of Insolvency Event 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 be 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; (fd) The the Trust becomes shall become subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (ge) The the aggregate of all draws under the Policy exceeds the percentage 1% of the Original Note Principal Balance of both Classes specified Cut-off Date Pool Balance; then, in the Adoption Annex, then, when case of any event described in subparagraph (a), ) or (b)) after the applicable grace period, (c)if any, or (d) occursset forth in such subparagraphs, either the Indenture Trustee (with the consent of the Credit Enhancer)Trustee, the Credit Enhancer, Enhancer or the Holders of not less Investor Certificates evidencing Percentage Interests aggregating more than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer)%, by notice given in writing to the Transferor, the Depositor, Depositor and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the NoteholdersInvestor Certificateholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the such notice, and in the case of any event described in subparagraph (ec), (f), d) or (ge), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, Enhancer or the NoteholdersInvestor Certificateholders, immediately upon its occurrencethe occurrence of such event.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of the Sale and Servicing Agreement or the failure to substitute an Eligible Substitute Mortgage Loan in accordance with Section 2.04(b)(22.02 as provided in Section 2.04(b) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes of Notes; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes. A Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement.; (e) An Insolvency Event occurs with respect to the Transferor or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days; (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (g) The aggregate of all draws Any draw has been made under the Policy exceeds and the percentage Credit Enhancer has not been reimbursed for the draw within 90 days of the Original Note Principal Balance date of both Classes specified in the Adoption Annex, draw; then, when any event described in subparagraph (a), (b), (c), or (d) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer), by notice given in writing to the Transferor, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take transfer to the action specified Trust Eligible Substitute Mortgage Loans or deposit into the Collection Account the Transfer Deposit Amount in the second sentence of accordance with Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(22.07(a) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes of Notes; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes. A Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement.; (e) An Insolvency Event occurs with respect to the Transferor or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days; (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (g) The aggregate of all draws under the Policy exceeds the percentage of the Original Note Principal Balance of both Classes specified in the Adoption Annex, then, when any event described in subparagraph (a), (b), (c), or (d) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer), by notice given in writing to the Transferor, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of the Sale and Servicing Agreement, or the failure to substitute an Eligible Substitute Mortgage Loan or deposit into the Collection Account the Transfer Deposit Amount in accordance with Section 2.02(b) of the Sale and Servicing Agreement or as provided in Section 2.04(b)(22.04(d)(2) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes of Notes; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes. A Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement. (e) An Insolvency Event occurs with respect to the Transferor or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days; (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (g) The aggregate of all draws under the Policy exceeds the percentage of the Original Note Principal Balance of both Classes specified in the Adoption Annex, then, when any event described in subparagraph (a), (b), (c), or (d) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer), by notice given in writing to the Transferor, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs shall occur during the Managed Amortization Period: (a) The failure on the part of the Sponsor or the Master Servicer (i) to make any payment or deposit required by the Sale and Servicing Agreement within terms of this Agreement, on or before the date occurring three Business Days after the date such payment or deposit was is required to be made; made herein, or (bii) The failure of the Sponsor or the Master Servicer to cause the Depositor duly to observe or perform in any material respect the covenants of the Depositor Servicer set forth in Section 2.01(h) or 2.05 of the Sale and Servicing this Agreement.; (c) The failure of the Sponsor to observe or perform , which failure, in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that each case, materially and adversely affects the interests of the Noteholders Certificateholders or the Credit Enhancer and that which, in the case of clause (ii), continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer Certificateholders for a period of 60 days (five days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(2) of the Sale and Servicing Agreement) after the date on which written notice of the such failure, requiring it the same to be remedied, shall have been given to the Sponsor Seller by the Indenture Trustee, or to the Sponsor Seller and the Indenture Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51% of the aggregate Outstanding Amount of both Classes of Notes%; (db) Any any representation or warranty made by the Sponsor Servicer in this Agreement or the Depositor Sellers in the Sale and Servicing Purchase Agreement proves shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders Investor Certificateholders or the Credit Enhancer are materially and adversely affected and that which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders Investor Certificateholders or the Credit Enhancer for a period of 60 days after the date on which written notice of the such failure, requiring it the same to be remedied, shall have been given to the Sponsor Sellers or the DepositorServicer, as the case may be, by the Indenture Trustee, or to the SponsorSellers, the Depositor, Servicer and the Indenture Trustee by either the Credit Enhancer or the Holders of Certificates evidencing Percentage Interests aggregating not less than 51% of the aggregate Outstanding Amount of both Classes. A %; provided, however, that a Rapid Amortization Event pursuant to this subparagraph (db) shall not occur be deemed to have occurred hereunder if the Sponsor a Seller has accepted retransfer of the related Mortgage Loan or Mortgage Loans or substituted for them during the 60-day such period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement. (e) An Insolvency Event occurs with respect to the Transferor or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 daysprovisions hereof; (fc) The any Seller or Bank One, as holder of the Transferor Interest shall 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 any Seller or Bank One, as holder of the Transferor Interest, 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 any Seller or Bank One, as holder of the Transferor Interest and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or any Seller or Bank One, as holder of the Transferor Interest shall admit in writing its (d) the Trust becomes shall become subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (ge) The the aggregate of all draws under the Policy exceeds the percentage 1% of the Original Note Principal Balance of both Classes specified Cut-Off Date Pool Balance; then, in the Adoption Annex, then, when case of any event described in subparagraph (a), ) or (b)) after the applicable grace period, (c)if any, or (d) occursset forth in such subparagraphs, either the Indenture Trustee (with the consent of the Credit Enhancer)Trustee, the Credit Enhancer, Enhancer or the Holders of not less Certificates evidencing Percentage Interests aggregating more than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer)%, by notice given in writing to the Transferorholder of the Transferor Interest, the Depositor, Depositor and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the NoteholdersCertificateholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the such notice, and in the case of any event described in subparagraph (ec), (f), d) or (ge), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, Enhancer or the NoteholdersCertificateholders, immediately upon its occurrencethe occurrence of such event.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take transfer to the action specified Trust Eligible Substitute Mortgage Loans or deposit into the Collection Account the Transfer Deposit Amount in the second sentence of accordance with Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(22.07(a) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes of Notes; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes. A Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement.; (e) An Insolvency Event occurs with respect to the Transferor or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days; (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (g) The aggregate of all draws under the Policy exceeds the percentage of the Original Note Principal Balance of both Classes specified in the Adoption Annex, ; then, when any event described in subparagraph (a), (b), (c), or (d) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer), by notice given in writing to the Transferor, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take transfer to the action specified Trust Eligible Substitute Mortgage Loans or deposit into the Collection Account the Transfer Deposit Amount in the second sentence of accordance with Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(22.07(a) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both all Classes of Notes; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes. A all Classes of Notes (a Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement. (e) An Insolvency Event occurs with respect to the Transferor or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days); (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (g) The aggregate of all draws under the Policy exceeds the percentage of the Original Note Principal Balance of both Classes specified in the Adoption Annex, then, when any event described in subparagraph (a), (b), (c), or (d) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer), by notice given in writing to the Transferor, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment payme0nt or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(2) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes of NotesAmount; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both ClassesAmount. A Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement. (e) An Insolvency Event occurs with respect to the Transferor or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days; (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (g) The aggregate of all draws under the Policy exceeds the percentage of the Original Note Principal Balance of both Classes specified in the Adoption Annex, then, when any event described in subparagraph (a), (b), (c), or (d) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer)Trustee, the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer)Amount, by notice given in writing to the Transferor, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(2) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes of Notes; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes. A Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement. (e) An Insolvency Event occurs with respect to the Transferor or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days; (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; (g) Any draw has been made under the Policy and the Credit Enhancer has not been reimbursed for the draw within 90 days of the date of the draw; or (gh) The aggregate occurrence of all draws under the Policy exceeds the percentage an Event of the Original Note Principal Balance of both Classes specified in the Adoption Annex, Servicing Termination; then, when any event described in subparagraph (a), (b), (c), (d), or (dh) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer), by notice given in writing to the Transferor, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take transfer to the action specified Trust Eligible Substitute Mortgage Loans or deposit into the Collection Account the Transfer Deposit Amount in the second sentence of accordance with Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(22.07(a) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both all Classes of Notes; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes. A all Classes of Notes (a Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement.); (e) An Insolvency Event occurs with respect to the Transferor holder of the Class R-1 Certificates or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days; (f) The Trust becomes subject to registration as an "“investment company" ” under the Investment Company Act of 1940, as amended; or (g) The aggregate of all draws under the Policy exceeds the percentage of the Original Note Principal Balance of both Classes specified in the Adoption Annex, A Rapid Amortization Cumulative Loss Trigger Event has occurred and is continuing. then, when any event described in subparagraph (a), (b), (c), ) or (d) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both all Classes (with the consent of the Credit Enhancer)Notes, by notice given in writing to the Transferorholder of the Class R-1 Certificates, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "“Rapid Amortization Event"”) has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), ) or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, Trustee or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take transfer to the action specified Trust Eligible Substitute Mortgage Loans or deposit into the Collection Account the Transfer Deposit Amount in the second sentence of accordance with Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(22.07(a) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less more than 5150% of the aggregate Outstanding Amount of both Classes of the Notes; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less more than 5150% of the aggregate Outstanding Amount of both Classes. A the Notes (a Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement.); (e) An Insolvency Event occurs with respect to the Transferor holder of the Class R-1 Certificates or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days; (f) The Trust becomes subject to registration as an "“investment company" ” under the Investment Company Act of 1940, as amended; or (g) The aggregate of all draws under the Policy exceeds the percentage of the Original Note Principal Balance of both Classes the Insured Notes specified in the Adoption Annex, . then, when any event described in subparagraph (a), (b), (c), or (d) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer, or the Holders of not less more than 5150% of the aggregate Outstanding Amount of both Classes the Notes (with the consent of the Credit Enhancer), by notice given in writing to the Transferorholder of the Class R-1 Certificates, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "“Rapid Amortization Event"”) has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs shall occur during the Managed Amortization Period: (a) The failure on the part of the Sponsor or the Master Servicer (i) to make any payment or deposit required by the Sale and Servicing Agreement within terms of this Agreement, on or before the date occurring three Business Days after the date such payment or deposit was is required to be made; made herein, or (bii) The failure of the Sponsor or the Master Servicer to cause the Depositor to duly observe or perform in any material respect the covenants of the Depositor set forth in Section 2.01(h2.05 or (iii) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor duly to observe or perform in any material respect any other covenants or agreements of the Sponsor set forth in the Sale and Servicing Agreement that this Agreement, which failure, in each case, materially and adversely affects the interests of the Noteholders Certificateholders or the Credit Enhancer and that which, in the case of clause (iii), continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer Certificateholders for a period of 60 days (five days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(2) of the Sale and Servicing Agreement) after the date on which written notice of the such failure, requiring it the same to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by either the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51% of the aggregate Outstanding Amount of both Classes of Notes%; (db) Any any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing this Agreement proves shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders Investor Certificateholders or the Credit Enhancer are materially and adversely affected and that which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders Certificateholders or the Credit Enhancer for a period of 60 days after the date on which written notice of the such failure, requiring it the same to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, Depositor and the Indenture Trustee by either the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51% of the aggregate Outstanding Amount of both Classes. A %; provided that a Rapid Amortization Event pursuant to this subparagraph (db) shall not occur be deemed to have occurred hereunder if the Sponsor has accepted retransfer of the related Mortgage Loan or Mortgage Loans or substituted for them made a substitution therefor during the 60-day such period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement.provisions hereof; (ec) An Insolvency Event occurs with respect 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, but for this purpose the 60-day periods 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 definition premises for the appointment of Insolvency Event 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 be 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; (fd) The the Trust becomes shall become subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (ge) The the aggregate of all draws under the Policy exceeds the percentage 1% of the Original Note Principal Balance of both Classes specified Cut-off Date Pool Balance; then, in the Adoption Annex, then, when case of any event described in subparagraph (a), ) or (b)) after the applicable grace period, (c)if any, or (d) occursset forth in such subparagraphs, either the Indenture Trustee (with the consent of the Credit Enhancer)Trustee, the Credit Enhancer, Enhancer or the Holders of not less Investor Certificates evidencing Percentage Interests aggregating more than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer)%, by notice given in writing to the Transferor, the Depositor, Depositor and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the NoteholdersInvestor Certificateholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the such notice, and in the case of any event described in subparagraph subpara- graph (ec), (f), d) or (ge), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, Enhancer or the NoteholdersInvestor Certificateholders, immediately upon its occurrencethe occurrence of such event.]

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take transfer to the action specified Trust Eligible Substitute Mortgage Loans or deposit into the Collection Account the Transfer Deposit Amount in the second sentence of accordance with Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(22.07(a) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less more than 5150% of the aggregate Outstanding Amount of both Classes of the Notes; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less more than 5150% of the aggregate Outstanding Amount of both Classes. A the Notes (a Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement.); (e) An Insolvency Event occurs with respect to the Transferor holder of the Class R-1 Certificates or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days; (f) The Trust becomes subject to registration as an "“investment company" ” under the Investment Company Act of 1940, as amended; or; (g) The aggregate of all draws Any draw has been made under the Policy exceeds and the percentage Credit Enhancer has not been reimbursed for the draw within 90 days of the Original Note Principal Balance date of both Classes specified in the Adoption Annex, draw; (h) The occurrence of an Event of Servicing Termination. then, when any event described in subparagraph (a), (b), (c), (d), or (dh) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer, or the Holders of not less more than 5150% of the aggregate Outstanding Amount of both Classes the Notes (with the consent of the Credit Enhancer), by notice given in writing to the Transferorholder of the Class R-1 Certificates, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "“Rapid Amortization Event"”) has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take transfer to the action specified Trust Eligible Substitute Mortgage Loans or deposit into the Collection Account the Transfer Deposit Amount in the second sentence of accordance with Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(22.07(a) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both all Classes of Notes; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes. A all Classes (a Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement.); (e) An Insolvency Event occurs with respect to the Transferor holder of the Class R-1 Certificates or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days; (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; (g) Any draw has been made under the Policy and the Credit Enhancer has not been reimbursed for the draw within 90 days of the date of the draw; (h) The occurrence of an Event of Servicing Termination; or (gi) The aggregate of all draws under the Policy exceeds the percentage of the Original Note Principal Balance of both Classes specified in the Adoption AnnexSponsor fails to pay any Sponsor Loss Coverage Obligation, which failure remains unremedied for 30 days or more. then, when any event described in subparagraph (a), (b), (c), (d), (h) or (di) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both all Classes (with the consent of the Credit Enhancer), by notice given in writing to the Transferorholder of the Class R-1 Certificates, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g),, a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take transfer to the action specified Trust Eligible Substitute Mortgage Loans or deposit into the Collection Account the Transfer Deposit Amount in the second sentence of accordance with Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(22.07(a) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes of Notes; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes. A Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement. (e) An Insolvency Event occurs with respect to the Transferor or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days; (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (g) The aggregate of all draws under the Policy exceeds the percentage of the Original Note Principal Balance of both Classes specified in the Adoption Annex, then, when any event described in subparagraph (a), (b), (c), or (d) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer), by notice given in writing to the Transferor, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take transfer to the action specified Trust Eligible Substitute Mortgage Loans or deposit into the Collection Account the Transfer Deposit Amount in the second sentence of accordance with Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(22.07(a) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both all Classes of Notes; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes. A all Classes (a Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement.); (e) An Insolvency Event occurs with respect to the Transferor holder of the Class R-1 Certificates or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days; (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (g) The aggregate of all draws under the Policy exceeds the percentage of the Original Note Principal Balance of both Classes specified in the Indenture Adoption Annex, ; then, when any event described in subparagraph (a), (b), (c), (d), or (dh) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both all Classes (with the consent of the Credit Enhancer), by notice given in writing to the Transferorholder of the Class R-1 Certificates, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g),, a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take transfer to the action specified Trust Eligible Substitute Mortgage Loans or deposit into the Collection Account the Transfer Deposit Amount in the second sentence of accordance with Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(22.07(a) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both all Classes of Notes; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes. A all Classes (a Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement.); (e) An Insolvency Event occurs with respect to the Transferor or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days; (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (g) The the aggregate of all draws under both Policies incurred during the Policy Managed Amortization Period exceeds the percentage of the Original Note Principal Balance of both Classes specified in the Adoption Annex, ; then, when any event described in subparagraph (a), (b), (c), or (d) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both all Classes (with the consent of the Credit Enhancer), by notice given in writing to the Transferor, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(2) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes of NotesAmount; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both ClassesAmount. A Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement. (e) An Insolvency Event occurs with respect to the Transferor or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days; (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (g) The aggregate of all draws under the Policy exceeds the percentage of the Original Note Principal Balance of both Classes specified in the Adoption Annex, then, when any event described in subparagraph (a), (b), (c), or (d) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer), by notice given in writing to the Transferor, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take transfer to the action specified Trust Eligible Substitute Mortgage Loans or deposit into the Collection Account the Transfer Deposit Amount in the second sentence of accordance with Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(22.07(a) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both all Classes of Notes; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes. A all Classes (a Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement.); (e) An Insolvency Event occurs with respect to the Transferor holder of the Class R-1 Certificates or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days; (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; (g) Any draw has been made under the Policy and the Credit Enhancer has not been reimbursed for the draw within 90 days of the date of the draw; (h) The occurrence of an Event of Servicing Termination; or (gi) The aggregate of all draws under the Policy exceeds the percentage of the Original Note Principal Balance of both Classes specified in the Adoption AnnexSponsor fails to pay any Sponsor Loss Coverage Obligation, which failure remains unremedied for 30 days or more. then, when any event described in subparagraph (a), (b), (c), (d), (h) or (di) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both all Classes (with the consent of the Credit Enhancer), by notice given in writing to the Transferorholder of the Class R-1 Certificates, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made; (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take transfer to the action specified Trust Eligible Substitute Mortgage Loans or deposit into the Collection Account the Transfer Deposit Amount in the second sentence of accordance with Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(22.07(a) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both all Classes of Notes; (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes. A all Classes (a Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement.); (e) An Insolvency Event occurs with respect to the Transferor holder of the Class R-1 Certificates or the Depositor, but for this purpose the 60-day periods in the definition of Insolvency Event shall be 30 days; (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; (g) Any draw has been made under the Policy and the Credit Enhancer has not been reimbursed for the draw within 90 days of the date of the draw; or (gh) The aggregate occurrence of all draws under the Policy exceeds the percentage an Event of the Original Note Principal Balance of both Classes specified in the Adoption Annex, Servicing Termination. then, when any event described in subparagraph (a), (b), (c), (d), or (dh) occurs, either the Indenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer, or the Holders of not less than 51% of the aggregate Outstanding Amount of both all Classes (with the consent of the Credit Enhancer), by notice given in writing to the Transferorholder of the Class R-1 Certificates, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the Noteholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs shall occur during the Managed Amortization Period: (a) The failure on the part of the Sponsor or the Master Servicer Seller (i) to make any payment or deposit required by the Sale and Servicing Agreement within terms of this Agreement, on or before the date occurring three Business Days after the date such payment or deposit was is required to be made; made herein, or (bii) The failure of the Sponsor or the Master Servicer to cause the Depositor duly to observe or perform in any material respect the covenants of the Depositor Seller set forth in Section 2.01(h2.04(a) or 2.05 of the Sale and Servicing Agreement.; (ciii) The failure of the Sponsor duly to observe or perform in any material respect any other covenants or agreements of the Sponsor Seller set forth in the Sale and Servicing Agreement that this Agreement, which failure, in each case, materially and adversely affects the interests of the Noteholders Certificateholders or the Credit Enhancer and that which, in the case of clause (iii), continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer Certificateholders for a period of 60 days (five days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(2) of the Sale and Servicing Agreement) after the date on which written notice of the such failure, requiring it the same to be remedied, shall have been given to the Sponsor Seller by the Indenture Trustee, or to the Sponsor Seller and the Indenture Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51% of the aggregate Outstanding Amount of both Classes of Notes%; (db) Any any representation or warranty made by the Sponsor Seller or the Depositor in the Sale and Servicing this Agreement proves shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders Investor Certificateholders or the Credit Enhancer are materially and adversely affected and that which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders Certificateholders or the Credit Enhancer for a period of 60 days after the date on which written notice of the such failure, requiring it the same to be remedied, shall have been given to the Sponsor Seller or the Depositor, as the case may be, by the Indenture Trustee, or to the SponsorSeller, the Depositor, Depositor and the Indenture Trustee by either the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51% of the aggregate Outstanding Amount of both Classes. A %; provided, however, that a Rapid Amortization Event pursuant to this subparagraph (db) shall not occur be deemed to have occurred hereunder if the Sponsor Transferor has accepted retransfer of the related Mortgage Loan or Mortgage Loans or substituted for them during the 60-day such period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement.provisions hereof; (ec) An Insolvency Event occurs with respect the Transferor or the Depositor shall 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, but for this purpose the 60-day periods 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 definition premises for the appointment of Insolvency Event 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 be 30 days;have been entered against the Transferor or the Depositor and such decree or order shall have remained in force undischarged or unstayed for (fd) The the Trust becomes shall become subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (ge) The the aggregate of all draws under the Policy exceeds the percentage __% of the Original Note Principal Balance of both Classes specified Cut-Off Date Pool Balance; then, in the Adoption Annex, then, when case of any event described in subparagraph (a), ) or (b)) after the applicable grace period, (c)if any, or (d) occursset forth in such subparagraphs, either the Indenture Trustee (with the consent of the Credit Enhancer)Trustee, the Credit Enhancer, Enhancer or the Holders of not less Investor Certificates evidencing Percentage Interests aggregating more than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer)%, by notice given in writing to the Transferor, the Depositor, Depositor and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the NoteholdersInvestor Certificateholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the such notice, and in the case of any event described in subparagraph (ec), (f), d) or (ge), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, Enhancer or the NoteholdersInvestor Certificateholders, immediately upon its occurrencethe occurrence of such event.

Rapid Amortization Events. If any one of the following ------------------------- events occurs shall occur during the Managed Amortization Period: (a) The failure on the part of the Sponsor or the Master Servicer (i) to make any payment or deposit required by the Sale and Servicing Agreement within terms of this Agreement, on or before the date occurring three Business Days after the date such payment or deposit was is required to be made; made herein, or (bii) The failure of the Sponsor or the Master Servicer to cause the Depositor to duly observe or perform in any material respect the covenants of the Depositor set forth in Section 2.01(h2.05 or (iii) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor duly to observe or perform in any material respect any other covenants or agreements of the Sponsor set forth in the Sale and Servicing Agreement that this Agreement, which failure, in each case, materially and adversely affects the interests of the Noteholders Certificateholders or the Credit Enhancer and that which, in the case of clause (iii), continues unremedied and continues to affect materially and adversely the interests of the Noteholders Certificateholders or the Credit Enhancer for a period of 60 days (five days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(2) of the Sale and Servicing Agreement2.01(b)) after the date on which written notice of the such failure, requiring it the same to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51% of the aggregate Outstanding Amount of both Classes of NotesInvestor Certificates; (db) Any any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing this Agreement proves shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders Investor Certificateholders or the Credit Enhancer are materially and adversely affected and that which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders Certificateholders or the Credit Enhancer for a period of 60 days after the date on which written notice of the such failure, requiring it the same to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, Depositor and the Indenture Trustee by either the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51% of the aggregate Outstanding Amount both Classes of both Classes. A Investor Certificates; provided, however, that a Rapid Amortization Event pursuant to this subparagraph (db) shall not occur be deemed to have occurred hereunder if the Sponsor has accepted retransfer of the related Mortgage Loan or Mortgage Loans or substituted for them made a substitution therefor during the 60-day such period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement.provisions hereof; (ec) An Insolvency Event occurs with respect 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, but for this purpose the 60-day periods 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 definition premises for the appointment of Insolvency Event 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 be 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; (fd) The the Trust becomes shall become subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (ge) The the aggregate of all draws under the Policy exceeds the percentage 1% of the Original Note Principal Balance of both Classes specified Cut-off Date Pool Balance; then, in the Adoption Annex, then, when case of any event described in subparagraph (a), ) or (b)) after the applicable grace period, (c)if any, or (d) occursset forth in such subparagraphs, either the Indenture Trustee (with the consent of the Credit Enhancer)Trustee, the Credit Enhancer, Enhancer or the Holders of not less Investor Certificates evidencing Percentage Interests aggregating more than 51% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer)Investor Certificates, by notice given in writing to the Transferor, the Depositor, Depositor and the Master Servicer (and to the Indenture Trustee if given by either the Credit Enhancer or the NoteholdersInvestor Certificateholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the such notice, and in the case of any event described in subparagraph (ec), (f), d) or (ge), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, the Credit Enhancer, Enhancer or the NoteholdersInvestor Certificateholders, immediately upon its occurrencethe occurrence of such event.

Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period: (a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three [three] Business Days after the payment or deposit was required to be made;. (b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.; (c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders [or the Credit Enhancer and Enhancer] that continues unremedied and continues to affect materially and adversely the interests of the Noteholders [or the Credit Enhancer Enhancer] for 60 [60] days (five [five] days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(2) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by [the Credit Enhancer or or] the Holders of not less than 51% [51]% of the aggregate Outstanding Amount of both Classes of Notes;Amount. (d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders [or the Credit Enhancer Enhancer] are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders [or the Credit Enhancer Enhancer] for 60 [60] days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by [either the Credit Enhancer or or] the Holders of not less than 51% [51]% of the aggregate Outstanding Amount of both ClassesAmount. A Rapid Amortization Event pursuant to this subparagraph (db) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day [60]-day period (or such longer period (not to exceed an additional 60 [60] days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement. (e) An an Insolvency Event occurs with respect to the Transferor or the Depositor, but for this purpose the 60-day [60]-day periods in the definition of Insolvency Event shall be 30 [30] days;. (f) The Trust becomes subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or. (g) [The aggregate of all draws under the Policy exceeds the percentage of the aggregate of the Original Note Principal Balance of both Classes Invested Amounts specified in the Adoption Annex, then.] Then, when any event described in subparagraph (a), (b), (c), or (d) occurs, either the Indenture Trustee (with the consent of Trustee, [the Credit Enhancer), the Credit Enhancer, ,] or the Holders of not less than 51% [51]% of the aggregate Outstanding Amount of both Classes (with the consent of the Credit Enhancer)Amount, by notice given in writing to the Transferor, the Depositor, and the Master Servicer (and to the Indenture Trustee if given by [either the Credit Enhancer or or] the Noteholders) may declare that an early amortization event (a "Rapid Amortization EventRAPID AMORTIZATION EVENT") has occurred as of the date of the notice, and in the case of any event described in subparagraph (e), (f), or (g), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee, [the Credit Enhancer, ,] or the Noteholders, immediately upon its occurrence.

Rapid Amortization Events. If any one of the following events occurs shall occur during the Managed Amortization Period: (a) The failure on the part of the Sponsor or the Master Servicer (i) to make any payment or deposit required by the Sale and Servicing Agreement within three terms of this Agreement, on or before the date occurring [three] Business Days after the date such payment or deposit was is required to be made; made herein, or (bii) The failure of the Sponsor or the Master Servicer to cause the Depositor to duly observe or perform in any material respect the covenants of the Depositor set forth in Section 2.01(h) or Section 2.05 of the Sale and Servicing Agreement.; or (ciii) The failure of the Sponsor duly to observe or perform in any material respect any other covenants or agreements of the Sponsor set forth in the Sale and Servicing Agreement that this Agreement, which failure, in each case, materially and adversely affects the interests of the Noteholders or Certificateholders[or the Credit Enhancer Enhancer] and that which, in the case of clause (iii), continues unremedied and continues to affect materially and adversely the interests of the Noteholders or Certificateholders[or the Credit Enhancer Enhancer] for 60 a period of [60] days (five [five] days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of or the Sale and Servicing Agreement or action specified in Section 2.04(b)(2) of the Sale and Servicing Agreement)) after the date on which written notice of the such failure, requiring it the same to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by [the Credit Enhancer or or] the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51% of the aggregate Outstanding Amount [51]% of both Classes of NotesInvestor Certificates; (db) Any any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing this Agreement proves shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or Investor Certificateholders[or the Credit Enhancer Enhancer] are materially and adversely affected and that which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or Certificateholders[, the Credit Enhancer Enhancer] for 60 a period of [60] days after the date on which written notice of the such failure, requiring it the same to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, Depositor and the Indenture Trustee by either [the Credit Enhancer or Enhancer, or] the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51% of the aggregate Outstanding Amount [51]% of both Classes. A Classes of Investor Certificates; provided, however, that a Rapid Amortization Event pursuant to this subparagraph (db) shall not occur be deemed to have occurred hereunder if the Sponsor has accepted retransfer of the related Mortgage Loan or Mortgage Loans or substituted for them made a substitution therefor during the 60-day such period (or such longer period (not to exceed an additional 60 [60] days) as the Indenture Trustee may specify) in accordance with the Sale and Servicing Agreement.provisions hereof; (ec) An Insolvency Event occurs with respect 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, but for this purpose the 60-day periods 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 definition premises for the appointment of Insolvency Event 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 be 30 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; (fd) The the Trust becomes shall become subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; or (ge) The [the aggregate of all draws under the Policy exceeds [1]% of the percentage aggregate of the Original Note Principal Balance of both Classes specified Invested Amounts.] then, in the Adoption Annex, then, when case of any event described in subparagraph (a), ) or (b)) after the applicable grace period, (c)if any, or (d) occursset forth in such subparagraphs, either the Indenture Trustee (with the consent of the Credit Enhancer)Trustee[, the Credit Enhancer, ] or the Holders of not less Investor Certificates evidencing Percentage Interests aggregating more than 51% of the aggregate Outstanding Amount [51]% of both Classes (with the consent of the Credit Enhancer)Investor Certificates, by notice given in writing to the Transferor, the Depositor, Depositor and the Master Servicer (and to the Indenture Trustee if given by either [the Credit Enhancer or or] the NoteholdersInvestor Certificateholders) may declare that an early amortization event (a "Rapid Amortization Event") has occurred as of the date of the such notice, and in the case of any event described in subparagraph (ec), (f), d) or (ge), a Rapid Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee[, the Credit Enhancer, ] or the NoteholdersInvestor Certificateholders, immediately upon its occurrencethe occurrence of such event.