Common use of Optional Preservation of the Trust Estate Clause in Contracts

Optional Preservation of the Trust Estate. If the Notes have been declared due and payable under Section 5.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, but need not (but shall at the written direction of the Enhancer), elect to take and maintain possession of the Trust Estate; provided that no such waiver shall be effective following an Early Amortization Event if the requisite consents of the Noteholders and the Enhancer have been obtained with respect to a sale or other liquidation of the Trust Estate pursuant to Section 5.04(a). It is the desire of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes and other obligations of the Issuer including payment to the Enhancer, and the Indenture Trustee shall take such desire into account when determining whether or not to take and maintain possession of the Trust Estate. In determining whether to take and maintain possession of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

Optional Preservation of the Trust Estate. If the Notes have been declared to be due and payable under Section 5.02 hereof following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, but need not (but shall and at the written direction of Noteholders holding more than 66 2/3% Percentage Interest of the EnhancerClass A Notes (or, if the Note Amount of Class A Notes has been reduced to zero, 66 2/3% Percentage Interest of the Class M Notes), shall, elect to take and maintain possession of the Trust Estate; provided that no such waiver shall be effective following an Early Amortization Event if Estate (subject to the requisite consents terms of the Noteholders and the Enhancer have been obtained with respect to a sale or other liquidation of the Trust Estate pursuant to Section 5.04(athis Indenture, including Article VIII). It is the desire intent of the parties hereto and the related Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes and other obligations (although the parties hereto understand that there exists the possibility of a shortfall in collections on the Issuer including payment to the EnhancerMortgage Loans), and the Indenture Trustee shall take such desire intent into account when determining whether or not to take and maintain possession of the Trust Estate. In determining whether to take and maintain possession of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

Optional Preservation of the Trust Estate. If the Notes have been declared due and payable under Section 5.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee maymay with the consent of the Enhancer (so long as no Enhancer Default exists), but need not (but shall at the written direction of the EnhancerEnhancer (so long as no Enhancer Default exists)), elect to take and maintain possession of the Trust Estate; provided that no such waiver shall be effective following an Early Amortization Event Estate unless, if the requisite consents applicable, 100% of the Noteholders and have consented to the Enhancer have been obtained with respect to a sale or other liquidation of the Trust Estate pursuant to the requirements of Section 5.04(a)5.04. It is the desire of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes and other obligations of the Issuer including payment to the Enhancer, and the Indenture Trustee shall take such desire into account when determining whether or not to take and maintain possession of the Trust Estate. In determining whether to take and maintain possession of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely, and shall be protected in relying in good faith, upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.