Common use of Rapid Amortization Events Clause in Contracts

Rapid Amortization Events. Section 7.01 Rapid Amortization Events The following shall constitute Rapid Amortization Events with respect to the Notes: (a) default in the payment of any interest when the same becomes due and payable and such default continues for a period of five Business Days or a failure to pay the entire principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date. (b) failure on the part of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, (i) to make any payment or deposit required by the terms of the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement, as applicable, within two Business Days after notification that such payment or deposit is required to be made, or (ii) to observe or perform in any material respect the covenants or agreements of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, set forth in the Mortgage Loan Sale Agreement, Transfer and Servicing Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement, as the case may be, and which, in the case of clause (ii), continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by the Insurer or Holders of Notes evidencing more than 50% of the Outstanding Amount; (c) the Issuer, the Master Servicer, the Seller or a Servicer or any of their Subsidiaries or Affiliates shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Seller or a Servicer or of or relating to all or substantially all of such Person’s property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the Seller or a Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Issuer, the Master Servicer, the Seller or a Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (d) any representation or warranty made by the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by either the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount; (e) the Issuer becomes subject to regulation by the Commission as an investment company within the meaning of the Investment Company Act of 1940, as amended; (f) cumulative draws in respect of interest under the Policy exceed 1% of the aggregate Cut-off Date Pool Balance or there is any draw in respect of principal; and (g) an Event of Servicing Termination with respect to a Servicer pursuant to the related Servicing Agreement or an Event of Master Servicing Termination pursuant to this Agreement has occurred. In the case of any event described in clauses (a), (b), (e), (f) and (g) above, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described in the Indenture or Transfer and Servicing Agreement, any of the Indenture Trustee or Holders holding Notes evidencing more than 50% of the Outstanding Amount, in each case with the prior written consent of the Insurer (so long as no Insurer Default has occurred and is continuing) or the Insurer (so long as no Insurer Default has occurred and is continuing), by written notice to the Issuer, the Insurer, the Sponsor, and the Servicer (and to the Indenture Trustee, if given by the Noteholders or the Insurer) declare that a Rapid Amortization Event has occurred as of the date of such notice. If a Rapid Amortization Event occurs solely due to either: (1) a failure on the part of one of the Servicers with respect to (b) above or (2) the occurrence of the event described in (f) above only with respect to one of the Servicers, a Rapid Amortization Event will only apply to the Mortgage Loans serviced by such Servicer. Following the occurrence of a Rapid Amortization Event (except for an event with respect to [_________] only described in either (b) or (g) above), if so directed by the Insurer, so long as no Insurer Default has occurred and is continuing, the Indenture Trustee will sell, dispose of or otherwise liquidate the Collateral with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. With respect to the Notes, the net proceeds of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount and any unpaid fees due and owing and to the Owner Trustee any unpaid fees due and owing, (ii) second, to the Holders of each class of Notes, pro rata based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of such class, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (v) fifth, to the Residual Certificateholders, in the order and priority described in Section 5.03(b)(xi), any remaining amounts. In addition to the consequences of a Rapid Amortization Event discussed above, if the Seller or a Servicer voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Seller or a Servicer, on the day of any such filing or appointment with respect to (i) the Seller, no further Additional Balances will be transferred to the Issuer and the Seller will promptly give notice to the Indenture Trustee and (ii) a Servicer, no further Additional Balances relating to Mortgage Loans serviced by such Servicer will be transferred to the Issuer and such Servicer will promptly give notice to the Indenture Trustee and the Insurer of any such filing or appointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes of the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the related Servicer shall no longer receive any principal funds upon the transfer of Additional Balances to the Issuer in respect of the Additional Balance Contributed Amount but will be reimbursed directly by the Holder of the Class L Certificate. The Holder of the Class L Certificate will be reimbursed for such payments pursuant to Section 5.01(b)(xi).

Rapid Amortization Events. Section 7.01 Rapid Amortization Events The 7.1 RAPID AMORTIZATION EVENTS. If any one of the following events (each a "RAPID AMORTIZATION EVENT") shall constitute Rapid Amortization Events with respect to the Notesoccur: (a) default any payment shall not be made on the date required under this Master Trust Agreement or the applicable Supplement (including, without limitation, Receivable Shortfall Payments, payments of principal and interest on any Distribution Date, payments of 80 Additional Amounts and any other payments or prepayments required to be made by the Sellers under any applicable Supplement); PROVIDED, HOWEVER, in the payment case of any payment other than payments of principal and interest when the same becomes due and payable and on any Distribution Date, such default continues payment shall not be made for a period of five thirty (30) days after the date required under the Master Trust Agreement and in the case of any payment of principal or interest on a Distribution Date, such payment shall not be made for a period of three (3) Business Days or a failure to pay after the entire principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date.date required in this Master Trust Agreement; (b) failure on the part of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, (i) to make any payment or deposit required by the terms of the Mortgage Loan Sale AgreementTMM (as a Seller, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement, as applicable, within two Business Days after notification that such payment or deposit is required to be madeGuarantor, or (iiSellers' Representative) or any other Seller shall fail to duly observe or perform in any material respect the covenants any other covenant or agreements agreement of the IssuerSellers in any Transaction Document, the Master Servicer, the Seller or a Servicer, as the case may be, set forth in the Mortgage Loan Sale Agreement, Transfer and Servicing Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement, as the case may be, and which, in the case of clause (ii), which failure continues unremedied for a period of 60 30 days (PROVIDED, THAT, with respect to the covenant set forth in SECTION 3.2(z) hereof the period shall be seven (7) days) after the date on which written notice earlier to occur of (x) actual knowledge by a Responsible Officer of such failure, requiring Person and (y) notice thereof to such Person by the same to be remedied, shall have been given to Trustee; or (ii) an Exercise Event (as such term is defined in the Issuer, Option Agreement or the Master Servicer, the Seller or a ServicerPort Option Agreement, as applicable) shall occur under the case may be, by Option Agreement or the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a ServicerPort Option Agreement, as the case may be, and the Indenture Trustee by the Insurer or Holders of Notes evidencing more than 50% of the Outstanding Amountapplicable; (c) (i) any representation or warranty made by TMM (as a Seller, Guarantor, or Sellers' Representative) or any other Seller in any Transaction Document or in any instrument, document or certificate delivered by such Person pursuant thereto, or any information required to be given by such Person to the IssuerTrustee with respect to the Purchased Receivables, proves to have been incorrect when made, the Master Servicer, the Seller or effect of which shall result in a Servicer Material Adverse Effect; (d) TMM or any of their Subsidiaries or Affiliates other Seller shall voluntarily go into liquidation, consent to the appointment of a conservator or conservator, receiver or liquidator or similar person in any bankruptcy, insolvency, CONCURSO MERCANTIL, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Seller or a Servicer or of or relating to all or substantially all of such Person’s its property, ; or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, conservator or receiver or liquidator or similar person in any bankruptcy, insolvency, CONCURSO MERCANTIL, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the TMM or such other Seller or a Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 30 action is not discharged within sixty (60) days; or the Issuerany encumbrancer takes possession of, or a trustee, administrator or receiver is appointed for, the Master Servicer, whole or any substantial part of the assets of TMM or such other Seller and such action is not discharged within sixty (60) days; or a Servicer TMM or such other Seller shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (d) any representation or warranty made by the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by either the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount; (e) the Issuer becomes subject Trust shall be required to regulation by the Commission be registered (i) as an "investment company company" within the meaning of the Investment Company Act of 1940, as amendedor (ii) under the Trust Indenture Act; (f) cumulative draws TMM or any other Seller shall, in respect any court or other governmental proceeding, contest in any manner the validity, binding nature, or enforceability of interest under any Transaction Document or assert the Policy exceed 1% of the aggregate Cut-off Date Pool Balance or there is any draw matters set forth in respect of principal; andSECTION 7.1(g) below; (g) the assignment of the Purchased Receivables to the Trust pursuant to this Master Trust Agreement and the Receivables Sale Agreements shall generally cease to be an absolute assignment of all right, title and interest in and to the Purchased Receivables for purposes of Mexican law; or the Trustee, on behalf of the Trust, shall cease to either own or have a first priority, perfected security interest in the Purchased Receivables for purposes of United States law, in either case, as determined by a final judgment of a court of competent jurisdiction in an action in which the assertion of such cessation is made by or on behalf of a Person other than the Trustee or any Certificateholder; (h) Mexico shall impose foreign exchange controls that have the effect, intended or not, of impeding the flow of payments with respect to the Purchased Receivables or the transfer of funds from the Peso Denominated Account or the Sweep Account to the Collection Account or from the Collection Account to any Series Account as provided for in this Master Trust Agreement, any Supplement or other Transaction Document which exchange controls, as they relate to such flow of payments, are not removed within fifteen (15) days from their imposition; (i) except as provided in SECTION 4.1(c), on any Determination Date, the currency of any Collections received by the Trust with respect to the Purchased Receivables during the prior Collection Period shall be in a currency other than Dollars; (j) any Seller shall change the nature or conduct of its business relating to Eligible Open Accounts Receivables if any such change is reasonably likely to result in a Material Adverse Effect; (k) any moratorium imposed by any government or legislative authority on the repayment of any Indebtedness of any Seller shall occur, or any governmental authority enactment shall occur that expropriates, condemns or causes the compulsory purchase of fifteen percent (15%) or more of the consolidated total assets of (i) TMM or (ii) any other Seller if the Collections generated by the Eligible Purchased Receivables sold by that Seller to the Trust accounted for in excess of five percent (5%) of the aggregate Collections generated by all Purchased Receivables sold by all Sellers to the Trust during the twelve-month period immediately preceding the occurrence of such event (excluding any amount attributable to goodwill or other intangible assets) as determined by reference to the then most recent audited consolidated financial statements of TMM or any such Seller, as applicable; (l) A final judgment or order for the payment of money in an aggregate amount in excess of U.S.$10,000,000 (or the equivalent thereof in other currencies), taken together with any other judgment or order then outstanding, shall have been entered against TMM or any of its Restricted Subsidiaries, any other Seller or any consolidated Subsidiary thereof, and either (i) such judgment was prosecuted by any creditor or (ii) such judgment or order shall have not been vacated, discharged, stayed or bonded pending appeal, for a period of sixty (60) calendar days after the date of entry of such judgment or order; (m) A default shall have occurred under any Indebtedness of TMM or any of its Restricted Subsidiaries, or any other Seller or any such Seller's consolidated Subsidiaries (whether at stated maturity, required prepayment, acceleration, demand or otherwise), 82 individually or in the aggregate in excess of U.S. $10,000,000 or any default or event of default shall occur under any agreement or instrument evidencing or relating to such Indebtedness, including under either Indenture, if the effect thereof is to accelerate the maturity thereof or to permit the holder or holders of such Indebtedness, or an agent or trustee on its or their behalf, to accelerate the maturity thereof or to require the mandatory prepayment or redemption thereof; (n) any governmental or legislative authorization, approval, license or consent, if any, required by the laws of Mexico to enable TMM or any other Seller or the Trust lawfully to enter into and perform the Transaction Documents, to exercise the rights purported to be granted to the Trust therein, to perform the obligations purported to be assumed by the Seller therein or to ensure the legality, validity, enforceability and admissibility in evidence in Mexico of any of the Transaction Documents, shall have ceased to be in full force and effect in all material respects for a period of thirty (30) days or more; (o) if the Servicer is TMM, any Servicer Default shall occur and be continuing; (p) on any two consecutive Determination Dates, (A) the Receivables Coverage Ratio shall be less than 2.00:1.00 or (B) the Generation Coverage Ratio shall be less than 2.25:1.00; (q) any Obligor Agreement relating to Purchased Receivables (A) is terminated or not renewed prior to the Series 2001-A Termination Date, or (B) any party thereto shall default thereunder which default is reasonably likely to result in a Material Adverse Effect; PROVIDED, HOWEVER, a Rapid Amortization Event shall not arise if such Obligor Agreement is terminated or is in default and the Sellers immediately replace such Obligor Agreement with a new Eligible Obligor acceptable to the Investor Certificateholders in their sole and absolute discretion; (r) a Change in Control shall have occurred; or (s) a Receivable Shortfall Payment under either SECTION 4.2(a)(i) OR (ii) hereof, shall occur on any two consecutive Transfer Dates. then, in the case of Servicing Termination any event set forth above other than in SECTION 7.1(d) or SECTION 7.1(g), a Rapid Amortization Commencement Date will be deemed to have occurred with respect to a Servicer pursuant Series only if, after any applicable grace period described in such clauses, the Trustee, acting at the direction of the Series Required Investor Certificateholders of such Series, by written notice to the related Servicing Agreement or an Event Sellers' Representative (the "RAPID AMORTIZATION NOTICE") declares that, as of Master Servicing Termination pursuant the date of such notice, a Rapid Amortization Commencement Date has occurred with respect to this Agreement has occurredsuch Series. In the case of any event described set forth in clauses (a), (b), (e), (fSECTION 7.1(d) and or (g) above, a Rapid Amortization Event Commencement Date with respect to all Series will be deemed to have occurred only if, after without any notice or other action on the applicable grace period, if any, described in the Indenture or Transfer and Servicing Agreement, any part of the Indenture Trustee or Holders holding Notes evidencing more immediately upon the occurrence of such event. In the case of any event set forth above other than 50% in SECTION 7.1(d), a Rapid Amortization Commencement Date will be deemed to have been rescinded with respect to a Series if the Trustee, at the direction of the Outstanding Amount, in each case with the prior written consent Series Required Investor Certificateholders of the Insurer (so long as no Insurer Default has occurred and is continuing) or the Insurer (so long as no Insurer Default has occurred and is continuing)such Series, by written notice to the IssuerSellers' Representative, declares that such Rapid Amortization 83 Commencement Date has been deemed not to have occurred (such written notice, a "WAIVER NOTICE"); PROVIDED, HOWEVER, such Waiver Notice shall not affect a Rapid Amortization Notice given with respect to any other Series. Any Waiver Notice shall be given within the period commencing on the date on which the Rapid Amortization Commencement Date has been deemed to have occurred and the date of the second Distribution Date immediately following such date (the "NOTICE PERIOD"). During the Notice Period with respect to a Series, all Collections allocable to such Series will be deposited in the Certificate Account for such Series until the amount on deposit in the applicable Certificate Account equals an amount sufficient to pay such Series' Series Percentage of the Trustee Fee and the Servicing Fee and to pay the Certificate Balance of such Series plus interest thereon at the Certificate Rate (calculated as during a Rapid Amortization Period) through the expiration of the Notice Period; PROVIDED, HOWEVER, that until the expiration of the Notice Period, distributions to the Certificateholders (other than any Seller or Affiliate thereof or any Subordinated Certificateholder) will continue to be made on each Distribution Date. Notwithstanding the foregoing, the Insurer, Series Required Investor Certificateholders of a Series may not direct the Sponsor, and the Servicer (and Trustee to the Indenture Trustee, give a Rapid Amortization Notice with respect to such Series if given by the Noteholders or the Insurer) declare that a Rapid Amortization Event has occurred as of the date type described at SECTION 7.1(a), (b) OR (c) above arises solely as a result of such notice. If a Rapid Amortization Event occurs solely due to either: (1) a failure on the part of one of the Servicers to pay or perform or a breach with respect to (b) above terms or (2) the occurrence of the event described in (f) above only with respect to one of the Servicers, a Rapid Amortization Event will only apply to the Mortgage Loans serviced by such Servicer. Following the occurrence conditions of a Rapid Amortization Event (except for an event with respect to [_________] only described in either (b) or (g) above), if so directed by the Insurer, so long as no Insurer Default has occurred and is continuing, the Indenture Trustee will sell, dispose of or otherwise liquidate the Collateral with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. With respect to the Notes, the net proceeds of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount and any unpaid fees due and owing and to the Owner Trustee any unpaid fees due and owing, (ii) second, to the Holders of each class of Notes, pro rata based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of such class, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (v) fifth, to the Residual Certificateholders, in the order and priority described in Section 5.03(b)(xi), any remaining amounts. In addition to the consequences of a Rapid Amortization Event discussed above, if the Seller or a Servicer voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Seller or a Servicer, on the day of any such filing or appointment with respect to (i) the Seller, no further Additional Balances will be transferred to the Issuer and the Seller will promptly give notice to the Indenture Trustee and (ii) a Servicer, no further Additional Balances Supplement relating to Mortgage Loans serviced by such Servicer will be transferred to the Issuer and such Servicer will promptly give notice to the Indenture Trustee and the Insurer of any such filing or appointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes of the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the related Servicer shall no longer receive any principal funds upon the transfer of Additional Balances to the Issuer in respect of the Additional Balance Contributed Amount but will be reimbursed directly by the Holder of the Class L Certificate. The Holder of the Class L Certificate will be reimbursed for such payments pursuant to Section 5.01(b)(xi)another Series.

Rapid Amortization Events. Section 7.01 Rapid Amortization Events The following shall constitute Rapid Amortization Events with respect to the each Class of Notes: (a) default in the payment of any interest when the same becomes due and payable and such default continues for a period of five Business Days or a failure to pay the entire principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date. (b) failure on the part of the Issuer, the Master ServicerSponsor, the Seller Servicer or a Servicerthe Company, as the case may be, (i) to make any payment or deposit required by the terms of the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Sale and Servicing Agreement or the Insurance Agreement, as applicable, within two Business Days after notification that such payment or deposit is required to be made, or (ii) to observe or perform in any material respect the covenants or agreements of the Issuer, the Master ServicerSponsor, the Seller Company or a the Servicer, as the case may be, set forth in the Mortgage Loan Sale Agreement, Transfer and Servicing Agreement, the Indenture, the related Servicing Agreement or the Insurance AgreementAgreement or this Indenture, as the case may be, which failure, in each case, materially and adversely affects the interests of the Noteholders or the Insurer and which, in the case of clause (ii), continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master ServicerSponsor, the Seller Servicer or a Servicerthe Company, as the case may be, by the Indenture Trustee, or to the Issuer, the Master ServicerSponsor, the Seller Servicer or a Servicerthe Company, as the case may be, and the Indenture Trustee by the Insurer or Holders of Notes evidencing more than 50% of the Outstanding Amount; (c) the Issuer, the Master Servicer, the Seller or a Servicer or any of their Subsidiaries or Affiliates shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Seller or a Servicer or of or relating to all or substantially all of such Person’s property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the Seller or a Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Issuer, the Master Servicer, the Seller or a Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (db) any representation or warranty made by the Issuer, the Master ServicerSponsor, the Seller Servicer or a Servicerthe Company, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related and Servicing Agreement or the Insurance Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master ServicerSponsor, the Seller Servicer or a Servicerthe Company, as the case may be, by the Indenture Trustee, or to the Issuer, the Master ServicerSponsor, the Seller Servicer or a Servicerthe Company, as the case may be, and the Indenture Trustee by either the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount; provided, however, that with respect to any such representation or warranty made with respect to the related Mortgage Loans, a Rapid Amortization Event pursuant to this subparagraph (b) shall not be deemed to have occurred hereunder if the Servicer or the Sponsor has accepted retransfer of such related Mortgage Loan or related Mortgage Loans during such period (or such longer period not to exceed an additional 60 days as the Indenture Trustee may specify with the consent of the Insurer) in accordance with the provisions hereof; (ec) the Company, 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 Company, 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 Company, 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 Company, 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 regulation by the Securities and Exchange Commission as an investment company within the meaning of the Investment Company Act of 1940, as amended; (fe) cumulative as of a given date, the aggregate of all draws in respect of interest under the Policy exceed related to either Class exceeds 1% of the aggregate related Pool Balance as of the Initial Cut-off Date Pool Balance or there is any draw in respect of principalOff Date; and (gf) an default in the payment of any interest, principal or any installment of principal on the related Class of Class A Notes when the same becomes due and payable, and such default continues for a period of five Business Days. The occurrence of a Rapid Amortization Event of Servicing Termination with respect to a Servicer pursuant Class of Notes will not cause the occurrence of a Rapid Amortization Event with respect to the related Servicing Agreement other Class of Notes unless the same event or an circumstance is a Rapid Amortization Event of Master Servicing Termination pursuant with respect to this Agreement has occurredboth Classes. In the case of any event described above in clauses (a), (b), ) through (e), (f) and (g) above, a Rapid Amortization Event with respect to a Class of Notes will be deemed to have occurred only if, after the applicable grace period, if any, described herein or in the Indenture or Transfer the Sale and Servicing Agreement, any of Agreement either (i) the Indenture Trustee or Holders holding Notes evidencing more than 50% of the Outstanding AmountAmount of such Class of Notes, in each case with the prior written consent of the Insurer (so long as there is no continuing default by the Insurer Default has occurred and is continuingin the performance of its obligations under the Policy) or (ii) the Insurer (so long as there is no continuing default by the Insurer Default has occurred and is continuingin the performance of its obligations under the Policy), by written notice to the Issuer, the Insurer, the Sponsor, and the Servicer (and to the Indenture Trustee, if given by the Noteholders Holders or the Insurer) declare that a Rapid Amortization Event has occurred with respect to such Class as of the date of such notice. If , or in the case of any event described in clause (f), the Indenture Trustee or Holders holding Notes evidencing more than 50% of the Outstanding Amount of such Class of Notes by such written notice declare that a Rapid Amortization Event occurs solely due to either: (1) a failure on the part of one of the Servicers has occurred with respect to (b) above or (2) the occurrence such Class as of the event described in (f) above only with respect to one date of the Servicers, a Rapid Amortization Event will only apply to the Mortgage Loans serviced by such Servicernotice. Following the occurrence of a Rapid Amortization Event (except for an event with respect to [_________] only described in either clauses (ba) or through (ge) above), if so directed by the Insurer, Insurer (so long as there is no continuing default by the Insurer Default has occurred and is continuing, in the performance of its obligations under the Policy) shall have the right to direct the Indenture Trustee will sell, dispose to sell the related Pool of or otherwise liquidate Mortgage Loans. Following the Collateral with respect to the Mortgage Loans occurrence of a Rapid Amortization Event described in a commercially reasonable manner and on commercially reasonable terms. With respect to the Notesclause (f), the Holders holding Notes evidencing more than 50% of the Outstanding Amount of such Class of Notes shall have the right to so direct the Indenture Trustee. If the Insurer has directed such sale, the Policy will cover any amounts by which such remaining net proceeds of such sale will be paid (i) first, pro rata are insufficient to pay the Indenture Trustee the Indenture Trustee Expense Amount and any unpaid fees due and owing and to the Owner Trustee any unpaid fees due and owing, (ii) second, to the Holders of each class of Notes, pro rata based on Note Principal Balances, insofar as may be necessary to reduce the related Note Principal Balance of such classClass of Notes, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (v) fifth, to the Residual Certificateholders, in the order and priority described in Section 5.03(b)(xi), any remaining amounts. In addition to the consequences of a Rapid Amortization Event discussed above, if the Seller or a Servicer Sponsor voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Seller or a ServicerSponsor, on the day of any such filing or appointment with respect to (i) the Seller, no further Additional Balances will be transferred to the Issuer Trust, and the Seller will promptly give notice to the Indenture Trustee and (ii) a Servicer, no further Additional Balances relating to Mortgage Loans serviced by such Servicer will be transferred to the Issuer and such Servicer Sponsor will promptly give notice to the Indenture Trustee and the Insurer of any such filing or appointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes will publish a notice of the occurrence of such event. Upon If so directed by the occurrence of a Rapid Amortization EventInsurer, so long as no Insurer Default shall have occurred and be continuing, the related Servicer shall no longer receive any principal funds upon Indenture Trustee will sell, dispose of or otherwise liquidate the transfer of Additional Balances Trust Property with respect to the Issuer 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 Notes, the net proceeds of such sale will first be paid to the Insurer to the extent of unreimbursed draws under the Policy related to such Class of Notes and other amounts owing to the Insurer (but only if an Insurer Default shall not have occurred and be continuing). The remainder of such net proceeds will then be distributed to the Holders of the Additional such Class of Notes insofar as may be necessary to reduce the Note Principal Balance Contributed Amount but of such Class, together with all accrued and unpaid interest due thereon, to zero. If the Insurer has directed the Indenture Trustee to undertake such sale or liquidation, the Policy will be reimbursed directly cover any amount by which such remaining net proceeds are insufficient to pay the Holder of the Class L Certificate. The Holder of the Class L Certificate will be reimbursed for such payments pursuant to Section 5.01(b)(xi)related Note Principal Balance, together with all accrued and unpaid interest due thereon, in full.

Rapid Amortization Events. Section 7.01 Rapid Amortization Events The If any one of the following events shall constitute Rapid Amortization Events with respect to the Notes:occur: 108 (a) default in the payment of any interest when the same becomes due and payable and such default continues for a period of five Business Days or a failure to pay the entire principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date. (b) failure on the part of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Originator (i) to make any payment or deposit required by the terms of the Mortgage Loan Sale Agreement, this Agreement, on or before the Indenture, the related Servicing Agreement or the Insurance Agreement, as applicable, within two date occurring three Business Days after notification that the date such payment or deposit is required to be mademade herein, or (ii) duly to observe or perform in any material respect the any other covenants or agreements of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Originator set forth in the Mortgage Loan Sale this Agreement, Transfer and Servicing Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement, as the case may be, and whichwhich failure, in the case of clause (ii), continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the IssuerOriginator by the Trustee, and the Master ServicerTrustee by the Certificate Insurer or the Holders of Class A Certificates evidencing Percentage Interests aggregating not less than 51%; (b) any representation or warranty made by the Originator in this Agreement shall prove to have been incorrect in any material respect when made, and which continues to be incorrect in any material respect for a period of 60 days after the Seller or a Servicerdate on which written notice of such failure, as requiring the case may besame to be remedied, shall have been given to the Originator, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Originator and the Indenture Trustee by either the Certificate Insurer or the Holders of Notes Class A Certificates evidencing more Percentage Interests aggregating not less than 50% 51%; provided, however, that a Rapid Amortization Event pursuant to this subparagraph (b) shall not be deemed to have occurred hereunder if the Originator has purchased or made a substitution for the related Mortgage Loan or Mortgage Loans during such period (or such longer period (not to exceed an additional 60 days) with the consent of the Outstanding AmountTrustee and the Certificate Insurer) in accordance with the provisions hereof; (c) the Issuer, the Master Servicer, the Seller or a Servicer or any of their Subsidiaries or Affiliates Originator 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 IssuerOriginator, the Master Servicer, the Seller or a Servicer or of or relating to all or substantially all of such Person’s 's property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the Seller or a Servicer Originator and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Issuer, the Master Servicer, the Seller or a Servicer Originator 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;; 109 (d) any representation or warranty made by the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement Trust shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by either the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount; (e) the Issuer becomes become subject to regulation by the Commission as an "investment company within the meaning of company" under the Investment Company Act of 1940, as amended; (e) a claim is made under the Certificate Insurance Policy, or (f) cumulative draws in respect of interest under the Policy exceed 1% removal of the aggregate Cut-off Date Pool Balance or there is any draw in respect Master Servicer following the occurrence of principal; and (g) an Event event permitting removal of Servicing Termination with respect to a the Master Servicer pursuant to the related Servicing Agreement or an Event of Master Servicing Termination pursuant to this Agreement has occurred. In Section 8.20 thereof; then, in the case of any event described in clauses subparagraph (a), (b), (e), ) or (f) and (g) above, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described set forth in such subparagraphs, either the Indenture or Transfer and Servicing Agreement, any of the Indenture Trustee or Holders holding Notes evidencing more than 50% of the Outstanding Amount, in each case with the prior written consent of the Insurer (so long as no Insurer Default has occurred and is continuing) or the Insurer (so long as no Insurer Default has occurred and is continuing), by written notice to the Issuer, the Certificate Insurer, the SponsorCertificate Insurer or the Holders of Class A Certificates with the consent of the Certificate Insurer evidencing Percentage Interests aggregating more than 51%, by notice given in writing to the Certificate Insurer, the Originator and the Master Servicer (and to the Indenture Trustee, Trustee if given by either the Noteholders Certificate Insurer or the InsurerClass A Certificateholders) may declare that an early amortization event (a "Rapid Amortization Event Event") has occurred as of the date of such notice. If a Rapid Amortization Event occurs solely due to either: (1) a failure on , and in the part case of one of the Servicers with respect to (b) above or (2) the occurrence of the any event described in subparagraph (fc), (d) above only with respect to one of the Servicersor (e), a Rapid Amortization Event will only apply to shall occur without any notice or other action on the Mortgage Loans serviced by such Servicer. Following part of the occurrence of a Rapid Amortization Event (except for an event with respect to [_________] only described in either (b) or (g) above), if so directed by the Insurer, so long as no Insurer Default has occurred and is continuingTrustee, the Indenture Trustee will sell, dispose of Certificate Insurer or otherwise liquidate the Collateral with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. With respect to the Notes, the net proceeds of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount and any unpaid fees due and owing and to the Owner Trustee any unpaid fees due and owing, (ii) second, to the Holders of each class of Notes, pro rata based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of such class, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (v) fifth, to the Residual Class A Certificateholders, in the order and priority described in Section 5.03(b)(xi), any remaining amounts. In addition to the consequences of a Rapid Amortization Event discussed above, if the Seller or a Servicer voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Seller or a Servicer, on the day of any such filing or appointment with respect to (i) the Seller, no further Additional Balances will be transferred to the Issuer and the Seller will promptly give notice to the Indenture Trustee and (ii) a Servicer, no further Additional Balances relating to Mortgage Loans serviced by such Servicer will be transferred to the Issuer and such Servicer will promptly give notice to the Indenture Trustee and the Insurer of any such filing or appointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes of immediately upon the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the related Servicer shall no longer receive any principal funds upon the transfer of Additional Balances to the Issuer in respect of the Additional Balance Contributed Amount but will be reimbursed directly by the Holder of the Class L Certificate. The Holder of the Class L Certificate will be reimbursed for such payments pursuant to Section 5.01(b)(xi).

Rapid Amortization Events. Section 7.01 Rapid Amortization Events The following shall constitute Rapid Amortization Events with respect to the NotesEvents: (a) default in the payment of any interest when the same becomes due and payable and such default continues for a period of five Business Days or a failure to pay the entire principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date. (b) failure on the part of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Sponsor (i) to make any a payment or deposit required by under the terms of the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related and Servicing Agreement or the Insurance Agreement, as applicable, within two four Business Days after notification that the date such payment or deposit is required to be made, made or (ii) to observe or perform in any material respect the any other covenants or agreements of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Sponsor set forth in the Mortgage Loan Sale Agreement, Transfer and Servicing Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement, as the case may be, and which, in the case of clause (ii), which failure continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by the Insurer or Holders of Notes evidencing more than 50% of the Outstanding Amount;notice; 77 84 (c) the Issuer, the Master Servicer, the Seller or a Servicer or any of their Subsidiaries or Affiliates shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Seller or a Servicer or of or relating to all or substantially all of such Person’s property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the Seller or a Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Issuer, the Master Servicer, the Seller or a Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (db) any representation or warranty made by the Issuer, Sponsor in the Master Servicer, the Seller or a Servicer, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related and Servicing Agreement or the Insurance Agreement shall prove proves to have been incorrect in any material respect when made, made and continues to be incorrect in any material respect for a period of 60 days after written notice and as a result of which the interests of the Noteholders Holders or the Insurer are materially and adversely affected and which continues affected: provided, however, that a Rapid Amortization Event shall not be deemed to be incorrect in any material respect and continues to affect materially and adversely occur if the interests of Sponsor has purchased or made a substitution for the Noteholders related Mortgage Loan or the Insurer for a Mortgage Loans if applicable during such period of (or within an additional 60 days after with the date on which written notice consent of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by either and the Insurer or Insurer) in accordance with the Holders of Notes evidencing more than 50% provisions of the Outstanding AmountSale and Servicing Agreement; (ec) the Issuer occurrence of certain events of bankruptcy, insolvency or receivership relating to the Originator; (d) the Trust becomes subject to regulation by the Securities and Exchange Commission as an investment company within the meaning of the Investment Company Act of 1940, as amended; (e) the occurrence of an event permitting the removal of the Master Servicer; (f) cumulative draws default in respect the payment of interest under any interest, principal or any installment of principal on any Note when the Policy exceed 1% same becomes due and payable, and such default continues for a period of the aggregate Cut-off Date Pool Balance or there is any draw in respect of principalfive days; and (g) an Event the aggregate of Servicing Termination with respect to a Servicer pursuant to all draws under the related Servicing Agreement or an Event Policy exceeds 1% of Master Servicing Termination pursuant to this Agreement has occurredthe Cut-Off Date Pool Balance. In the case of any event described in clauses clause (a), (b), (e), (f) and or (g) above), a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described herein or in the Indenture or Transfer Sale and Servicing Agreement, any of Agreement either (i) the Indenture Trustee or Holders holding Class A Notes evidencing more than 5051% of the Outstanding Amount, in each case aggregate principal amount of the Class A Notes with the prior written consent of the Insurer (so long as there is no continuing default by the Insurer Default has occurred and is continuingin the performance of its obligations under the Policy) or the Insurer (so long as there is no continuing default by the Insurer Default has occurred and is continuingin the performance of its obligations under the Policy), by written notice to the Issuer, the Insurer, the Sponsor, the Originator, the Rating Agencies, and the Master Servicer (and to the Indenture Trustee, if given by the Noteholders Holders or the Insurer) declare that a Rapid Amortization Event has occurred as of the date of such notice. If a Rapid Amortization Event occurs solely due to either: (1) a failure on In the part case of one of the Servicers with respect to (b) above or (2) the occurrence of the any event described in clause (c), (d) or (f) above only with respect to one of the Servicers), a Rapid Amortization Event will only apply be deemed to have occurred without any notice or other action on the Mortgage Loans serviced by such Servicer. Following the occurrence part of a Rapid Amortization Event (except for an event with respect to [_________] only described in either (b) or (g) above), if so directed by the Insurer, so long as no Insurer Default has occurred and is continuing, the Indenture Trustee will sell, dispose of or otherwise liquidate the Collateral with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. With respect to the Notes, the net proceeds of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount and any unpaid fees due and owing and to the Owner Trustee any unpaid fees due and owing, (ii) second, to the Holders of each class of Notes, pro rata based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of such class, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with Holders or the Insurer immediately upon the occurrence of such Rapid Amortization Event and sale of the Collateral and (v) fifth, to the Residual Certificateholders, in the order and priority described in Section 5.03(b)(xi), any remaining amountsevent. In addition to the consequences of a Rapid Amortization Event discussed above, if (i) a default in the Seller payment of the Class A Interest Distribution Amount occurs on any Payment Date and continues for a period of five days or a Servicer (ii) the Originator voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Seller or a ServicerOriginator, on the day of any such filing or appointment with respect to (i) the Seller, no further Additional Balances will be transferred to the Issuer Trust, and the Seller Originator will promptly give notice to the Indenture Trustee and (ii) a Servicer, no further Additional Balances relating to Mortgage Loans serviced by such Servicer will be transferred to the Issuer and such Servicer will promptly give notice to the Indenture Trustee and the Insurer of any such filing or appointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes of the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the related Servicer shall no longer receive any principal funds upon the transfer of Additional Balances to the Issuer in respect of the Additional Balance Contributed Amount but will be reimbursed directly by the Holder of the Class L Certificate. The Holder of the Class L Certificate will be reimbursed for such payments pursuant to Section 5.01(b)(xi).and

Rapid Amortization Events. Section 7.01 Rapid If any one of the following events shall occur during the Managed Amortization Events The following shall constitute Rapid Amortization Events with respect to the NotesPeriod: (a) default in the payment of any interest when the same becomes due and payable and such default continues for a period of five Business Days or a failure to pay the entire principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date. (b) failure on the part of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Transferor (i) to make any payment or deposit required by the terms of the Mortgage Loan Sale Agreement, this Agreement, on or before the Indenture, the related Servicing Agreement or the Insurance Agreement, as applicable, within two date occurring five Business Days after notification that the date such payment or deposit is required to be mademade herein, or (ii) to record assignments when required, or (iii) duly to observe or perform in any material respect the covenants of the Transferor set forth in Section 2.4(b) or (iv) duly to observe or perform in any material respect any other covenants or agreements of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Transferor set forth in the Mortgage Loan Sale this Agreement, Transfer which failure, in each case, materially and Servicing Agreement, adversely affects the Indenture, interests of the related Servicing Agreement Certificateholders or the Insurance Agreement, as the case may be, Certificate Insurer and which, in the case of clause (iiiv), continues unremedied and continues to affect materially and adversely the interests of the Certificateholders for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Transferor by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Transferor and the Indenture Trustee by the Certificate Insurer or the Holders of Notes Investor Certificates evidencing more Percentage Interests aggregating not less than 50% 51%; (b) any representation or warranty made by the Transferor in this Agreement shall prove to have been incorrect in any material respect when made and as a result of which the interests of the Outstanding AmountInvestor Certificateholders or the Certificate Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Investor Certificateholders or the Certificate Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Trustee, or to the Transferor and the Trustee by either the Certificate Insurer or the Holders of Investor Certificates evidencing Percentage-Interests aggregating not less than 51%; provided, however, that a Rapid Amortization Event pursuant to this subparagraph (b) shall not be deemed to have occurred hereunder if the Transferor shall have accepted retransfer of the related Mortgage Loans or all Mortgage Loans if applicable during such period (or such longer period (not to exceed an additional 60 days) as the Trustee may specify) in accordance with the provisions hereof; (c) the Issuer, the Master Servicer, the Seller or a Servicer or any of their Subsidiaries or Affiliates Transferor shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Seller or a Servicer Transferor or of or relating to all or substantially all of such Person’s its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the Seller or a Servicer Transferor and such decree or order shall have remained in force undischarged or unstayed for a period of 30 60 days; or the Issuer, the Master Servicer, the Seller or a Servicer Transferor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligationsobligations (any such event, an "Insolvency Event"); (d) any representation or warranty made by the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement Trust shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by either the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount; (e) the Issuer becomes become subject to regulation by the Commission registration as an "investment company within the meaning of company" under the Investment Company Act of 1940, as amended; (e) any Event of Default or Trigger Event (other than the event described in clause (iv) of the definition thereof) shall occur; (f) cumulative draws in respect the aggregate of interest under the Policy exceed Certificate Insurance Draw Amounts exceeds 1% of the aggregate Pool Balance as of the Cut-off Date Pool Balance or there is any draw in respect of principalOff Date; andor (g) an Event if at any time, Liquidation Loss Amounts incurred by the Trust exceed $1,204,600 and either (i) there exists any unreimbursed draw under the Certificate Insurance Policy or (ii) either of Servicing Termination with respect to a Servicer pursuant to the related Servicing Agreement or an Event of Master Servicing Termination pursuant to this Agreement has occurredExcess Spread Conditions is not satisfied. In then, in the case of any event described in clauses subparagraph (a), (b), ) or (e), (f) and (g) above, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described set forth in such subparagraphs, either the Indenture or Transfer and Servicing Agreement, any of the Indenture Trustee or Holders holding Notes evidencing more than 50% of the Outstanding Amount, in each case with the prior written consent of the Insurer (so long as no Insurer Default has occurred and is continuing) or the Insurer (so long as no Insurer Default has occurred and is continuing), by written notice to the Issuer, the Certificate Insurer, the SponsorTrustee or the Holders of Investor Certificates evidencing Percentage Interests aggregating more than 51%, and by notice given in writing to the Servicer (and to the Indenture Trustee, if given by either the Noteholders Certificate Insurer or the InsurerInvestor Certificateholders) may declare that an early amortization event (a "Rapid Amortization Event Event") has occurred as of the date of such notice. If a Rapid Amortization Event occurs solely due to either: (1) a failure on , and in the part case of one of the Servicers with respect to (b) above or (2) the occurrence of the any event described in subparagraphs (c), (d), (f) above only with respect to one of the Servicersor (g), a Rapid Amortization Event will only apply to shall occur without any notice or other action on the Mortgage Loans serviced by such Servicer. Following part of the occurrence of a Rapid Amortization Event (except for an event with respect to [_________] only described in either (b) or (g) above), if so directed by the Insurer, so long as no Insurer Default has occurred and is continuingTrustee, the Indenture Trustee will sell, dispose of Certificate Insurer or otherwise liquidate the Collateral with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. With respect to the Notes, the net proceeds of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount and any unpaid fees due and owing and to the Owner Trustee any unpaid fees due and owing, (ii) second, to the Holders of each class of Notes, pro rata based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of such class, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (v) fifth, to the Residual Investor Certificateholders, in the order and priority described in Section 5.03(b)(xi), any remaining amounts. In addition to the consequences of a Rapid Amortization Event discussed above, if the Seller or a Servicer voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Seller or a Servicer, on the day of any such filing or appointment with respect to (i) the Seller, no further Additional Balances will be transferred to the Issuer and the Seller will promptly give notice to the Indenture Trustee and (ii) a Servicer, no further Additional Balances relating to Mortgage Loans serviced by such Servicer will be transferred to the Issuer and such Servicer will promptly give notice to the Indenture Trustee and the Insurer of any such filing or appointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes of immediately upon the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the related Servicer shall no longer receive any principal funds upon the transfer of Additional Balances to the Issuer in respect of the Additional Balance Contributed Amount but will be reimbursed directly by the Holder of the Class L Certificate. The Holder of the Class L Certificate will be reimbursed for such payments pursuant to Section 5.01(b)(xi).

Rapid Amortization Events. Section 7.01 Rapid If any one of the following ------------------------- events shall occur during the Managed Amortization Events The following shall constitute Rapid Amortization Events with respect to the NotesPeriod: (a) default in the payment of any interest when the same becomes due and payable and such default continues for a period of five Business Days or a failure to pay the entire principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date. (b) failure on the part of the Issuer, the Master Servicer, Transferor or the Seller or a Servicer, as the case may be, (i) to make any payment or deposit required by the terms of the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement, as applicable, within two Business Days after notification that thereof such payment or deposit is required to be mademade herein, or (ii) duly to observe or perform in any material respect the covenants of the Transferor set forth in Section 2.04(a) or (iii) duly to observe or perform in any material respect any other covenants or agreements of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Transferor set forth in the Mortgage Loan Sale Agreement, Transfer and Servicing Agreement, the Indenture, the related Servicing this Agreement or the Insurance Agreement, as which failure, in each case, materially and adversely affects the case may be, interests of the Certificateholders or the Credit Enhancer and which, in the case of clause (iiiii), continues unremedied and continues to affect materially and adversely the interests of the Certificateholders for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the IssuerTransferor by the Trustee, or to the Master ServicerTransferor and the Trustee by the Holders of Investor Certificates evidencing Voting Rights aggregating not less than 51%; (b) any representation or warranty made by the Transferor or the Depositor in this Agreement or the Insurance Agreement shall prove to have been incorrect in any material respect when made, as a result of which the Seller interests of the Investor Certificateholders or the Credit Enhancer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Certificateholders or the Credit Enhancer for a Servicerperiod of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor or the Depositor, as the case may be, by the Indenture Trustee, or to the IssuerTransferor, the Master ServicerDepositor and the Trustee by either the Credit Enhancer or the Holders of Investor Certificates evidencing Voting Rights aggregating not less than 51%; provided, however, that a Rapid Amortization Event pursuant to this -------- ------- subparagraph (b) shall not be deemed to have occurred hereunder if the Seller Transferor has accepted retransfer of the related Mortgage Loan or a Servicer, Mortgage Loans during such period (or such longer period (not to exceed an additional 60 days) as the case Trustee may be, and specify) in accordance with the Indenture Trustee by the Insurer or Holders of Notes evidencing more than 50% of the Outstanding Amount;provisions hereof; 104 (c) the Issuer, the Master ServicerTransferor, the Seller or a Servicer the Depositor or any of their Subsidiaries or Affiliates shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the IssuerTransferor or the Depositor, the Master Servicer, the Seller or a Servicer or of or relating to all or substantially all of such Person’s 's property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Issuer, Transferor or the Master Servicer, the Seller or a Servicer Depositor and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Issuer, the Master ServicerTransferor, the Seller or a Servicer the Depositor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (d) any representation or warranty made by the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement Trust shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by either the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount; (e) the Issuer becomes become subject to regulation by the Commission registration as an "investment company within the meaning of company" under the Investment Company Act of 1940, as amended; (fe) cumulative the aggregate of all draws in respect of interest under the Policy exceed exceeds 1% of the aggregate Initial Cut-off Off Date Pool Balance Balance; (f) if any of the transaction documents shall cease to be in full force and effect or there is any draw the security interest of the Trustee in respect of principal; andthe Trust shall cease to be a first priority perfected security interest; (g) an Event the occurrence of Servicing Termination a Change in Control with respect to the Headlands; (h) the occurrence of any material breach by Headlands of the provisions of its Credit Agreements during the term of the Trust; (i) failure by the Servicer, if the Servicer is Headlands, to maintain a minimum volume in its mortgage servicing portfolio of $2 billion, calculated by outstanding principal balances of mortgage loans serviced, in accordance with the Servicer's credit and collection policy; (j) at the end of each calendar quarter commencing on March 30, 1997, failure by Headlands to maintain (a) "shareholder's equity" according to GAAP, of $15 million 105 or (b) a maximum ratio of total liabilities to shareholder's equity according to GAAP of 20 to 1; (k) the failure by the Seller or the Servicer pursuant to implement the CPI servicing system or a servicing system mutually acceptable to the Servicer and the Certificate Insurer within 90 days after the availability of the system; (l) for each Distribution Date commencing on the third Distribution Date, the percentage equivalent of a fraction the numerator of which is equal to the average of the aggregate Asset Balances on such date of all Mortgage Loans with respect to which principal or interest are at least 60 days delinquent as of the last day of each of the three immediately preceding Collection Periods, and the denominator of which is equal to the average of the Pool Balance as of the last day of each of the three immediately preceding Collection Periods shall exceed 4%; or (m) for each Distribution Date commencing on the third Distribution Date, the percentage equivalent of a fraction, the numerator of which is equal to the average of the aggregate Asset Balances on such date of all defaulted Mortgage Loans (excluding Liquidated Mortgage Loans) as to which (i) collection procedures are ongoing and (ii) the Servicer has charged off all or a portion of the related Servicing Agreement or an Event Asset Balance as of Master Servicing Termination pursuant the last day of each of the three immediately preceding collection Periods, and the denominator of which is equal to this Agreement has occurredthe average of the Pool Balance as of the last day of each of the three immediately preceding Collection Periods shall exceed 2%. In the case of any event described in clauses (a), (b), (e), (f) and (g) above, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described in such clauses, either (i) the Indenture or Transfer and Servicing Agreement, any of the Indenture Trustee or Holders Certificateholders holding Notes Certificates evidencing in the aggregate more than 5051% of the Outstanding AmountVoting Rights, in each case with the prior written consent of the Certificate Insurer, or (ii) the Certificate Insurer (so long as there is no default by the Certificate Insurer Default has occurred and is continuing) or in the Insurer (so long as no Insurer Default has occurred and is continuingperformance of its obligations under the Policy), by written notice to the Issuer, the Insurer, the Sponsor, and the Servicer (and to the Indenture Trustee, if given by the Noteholders or the InsurerCertificateholders) declare that a Rapid Amortization Event has occurred as of the date of such notice. If ; provided that with respect to -------- clauses (c), (d) and (e) a Rapid Amortization Event occurs solely due to either: (1) a failure on the part of one of the Servicers with respect to (b) above or (2) shall occur immediately upon the occurrence of such, without any such notice. In addition, the event described in (f) above only with respect to one of the Servicers, Certificate Insurer may declare a Rapid Amortization Event will only apply to have occurred as of the Mortgage Loans serviced by such Servicer. Following date of notice thereof upon the occurrence of a Rapid Amortization Trigger Event (except for an event with respect to [_________] only described in either (b) or (g) aboveother than as set forth at Sections 6.01(ii), if so directed by the Insurer, so long as no Insurer Default has occurred and is continuing, the Indenture Trustee will sell, dispose of or otherwise liquidate the Collateral with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. With respect to the Notes, the net proceeds of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount and any unpaid fees due and owing and to the Owner Trustee any unpaid fees due and owing, (ii) second, to the Holders of each class of Notes, pro rata based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of such class, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and or (v) fifth, to of the Residual Certificateholders, in the order and priority described in Section 5.03(b)(xi), any remaining amountsInsurance Agreement. 106 In addition to the consequences of a Rapid Amortization Event discussed above, if the Seller or a Servicer Transferor voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Seller or a ServicerTransferor, on the day of any such filing or appointment with respect to (i) the Seller, no further Additional Balances will be transferred to the Issuer Trust, the Transferor will immediately cease to transfer Additional Balances to the Trust and the Seller Transferor will promptly give notice to the Indenture Trustee and (ii) a Servicer, no further Additional Balances relating to Mortgage Loans serviced by such Servicer will be transferred to the Issuer and such Servicer will promptly give notice to the Indenture Trustee and the Certificate Insurer of any such filing or appointment. Within 15 days, the Indenture Trustee notify the Holders will publish a notice of the Notes liquidation or the filing or appointment stating that the Trustee intends to sell, dispose of or otherwise liquidate the Mortgage Loans in a commercially reasonable manner and to the best of its ability. Unless otherwise instructed within a specified period by Certificateholders evidencing in the aggregate more than 51% of the occurrence Voting Rights, the Trustee will sell, dispose of or otherwise liquidate the Mortgage Loans to a purchaser in a commercially reasonable manner and on commercially reasonable terms; provided, however, that the Credit -------- ------- Enhancer's consent to the terms of any such eventsale shall be required, which consent shall not be unreasonably withheld. Upon Any proceeds will be treated as collections allocable to the occurrence Certificateholders and will be distributed to the Certificateholders on the date such proceeds are received (the "Dissolution Distribution Date"). The proceeds from the sale, disposition or liquidation of the Mortgage Loans will first be paid to the Certificate Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Certificate Insurer pursuant to the Insurance Agreement. Notwithstanding the foregoing, if a conservator, receiver or trustee-in- bankruptcy is appointed for the Transferor and no Rapid Amortization EventEvent exists other than such conservatorship, receivership or insolvency of the Transferor, the related Servicer shall no longer receive any principal funds upon conservator, receiver or trustee-in-bankruptcy may have the transfer of Additional Balances power to prevent the Issuer in respect commencement of the Additional Balance Contributed Amount but will be reimbursed directly by Rapid Amortization Period or the Holder sale of the Class L Certificate. The Holder of the Class L Certificate will be reimbursed for such payments pursuant to Section 5.01(b)(xi)Mortgage Loans described above.

Rapid Amortization Events. Section 7.01 Rapid Amortization Events The following shall constitute Rapid Amortization Events with respect to the Notes: (a) default in the payment of any interest on the Notes when the same becomes due and payable or the failure to pay any installment of principal of the Notes in accordance Section 5.03(b) of this Agreement, and such default or failure continues for a period of five Business Days Days, or a failure to pay the entire principal Note Principal Amount of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date.; (b) failure on the part of the Issuer, the Master ServicerDepositor, the Seller Seller, the Servicer or a Servicer, as the case may be, (i) any Originator to make observe or perform in any payment material respect any other material covenants or deposit required by the terms of agreements set forth in the Mortgage Loan Sale Agreement, this Agreement, the Indenture, Indenture or the related Servicing Agreement or the Insurance Agreement, as applicable, within two Business Days after notification that such payment or deposit is required to be made, or (ii) to observe or perform in any material respect the covenants or agreements of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, set forth in the Mortgage Loan Sale Agreement, Transfer and Servicing Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement, as the case may be, which failure materially and which, in adversely affects the case of clause (ii), Noteholders or the Insurers and continues unremedied for a period of 60 30 days after the date on which written notice of such failure, failure requiring the same to be remedied, remedied shall have been given to the Issuer, the Master ServicerDepositor, the Seller Seller, the Servicer or a Servicer, any Originator as the case may be, by the Indenture Trustee, Trustee or to the Issuer, Insurers in accordance with the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by the Insurer or Holders of Notes evidencing more than 50% provisions of the Outstanding AmountIndenture; (c) the Issuer, the Master Servicer, the Depositor, or the Seller or a Servicer or any of their Subsidiaries or Affiliates shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Depositor, or the Seller or a Servicer or of or relating to all or substantially all of such Person’s property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the Depositor, or the Seller or a Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Issuer, the Master Servicer, the Depositor, or the Seller or a Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (d) any representation or warranty made by the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by either the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount; (e) the Issuer becomes subject to regulation by the Commission as an investment company within the meaning of the Investment Company Act of 1940, as amended; (e) any draw under either Policy remains unreimbursed for a period of 90 days; or (f) cumulative draws in respect of interest under the Policy exceed 1% of the aggregate Cut-off Date Pool Balance or there is any draw in respect of principal; and (g) an An Event of Servicing Servicer Termination with respect to a Servicer pursuant to the related Servicing Agreement or an Event of Master Servicing Termination pursuant to under this Agreement Agreement, has occurred. In the case of any event described in clauses (a), (b), (e), (f) and (gf) above, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described in the Indenture or Transfer and Servicing this Agreement, any of the Indenture Trustee or Holders holding Notes evidencing more than 50% of the Outstanding AmountAmount of the Notes, in each case with the prior written consent of the Insurer (so long as no Insurer Default has occurred and is continuing) Controlling Insurer, or the Insurer (so long as no Insurer Default has occurred and is continuing)Controlling Insurer, by written notice to the Issuer, the InsurerInsurers, the SponsorSeller, and the Servicer (and to the Indenture Trustee, if given by the Noteholders or the Controlling Insurer) declare that a Rapid Amortization Event has occurred as of the date of such notice. If a Rapid Amortization Event occurs solely due to either: (1) a failure on the part of one of the Servicers with respect to (b) above or (2) the occurrence of the event described in (fc) above only with respect to one of the Servicersor (d) above, a Rapid Amortization Event will only apply to automatically occur. If the Mortgage Loans serviced by such Servicer. Following the occurrence of a Rapid Amortization Event (except for an event with respect to [_________] only described in either (b) or (g) above), if so directed by the Insurer, so long as no Insurer Default has occurred and is continuingSeller, the Indenture Trustee will sell, dispose of Depositor or otherwise liquidate the Collateral with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. With respect to the Notes, the net proceeds of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount and Servicer or any unpaid fees due and owing and to the Owner Trustee any unpaid fees due and owing, (ii) second, to the Holders of each class of Notes, pro rata based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of such class, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (v) fifth, to the Residual Certificateholders, in the order and priority described in Section 5.03(b)(xi), any remaining amounts. In addition to the consequences of a Rapid Amortization Event discussed above, if the Seller or a Servicer their respective affiliates voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Seller or a Servicersuch entity, on the day of any such filing or appointment with respect to (i) the Seller, or any of its Subsidiaries or Affiliates, no further Additional Balances will be transferred to the Issuer and the Seller will promptly give notice of any such filing or appointment to the Indenture Trustee and Trustee, (ii) a Servicerthe Servicer or any of its Subsidiaries or Affiliates, no further Additional Balances relating to Mortgage Loans serviced by such the Servicer will be transferred to the Issuer and such the Servicer will promptly give notice to the Indenture Trustee and the Insurer Insurers (so long as the Notes are Outstanding or any Reimbursement Amounts remain due and owing to an Insurer) of any such filing or appointmentappointment and (iii) the Depositor or any of its Subsidiaries or Affiliates, the Depositor will promptly give notice of any such filing or appointment to the Indenture Trustee. Within 15 days, the Indenture Trustee notify the Holders of the Notes of the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the related Servicer shall no longer only receive any principal funds upon the transfer of Additional Balances to the Issuer in respect Trust from the Reserve Fund, funded by the purchase of the such Additional Balance Contributed Amount but will be reimbursed directly Balances by the Holder of the Class L Certificate. The Holder of the Class L Certificate will be reimbursed for such payments pursuant to in accordance with Section 5.01(b)(xi2.01(b).

Rapid Amortization Events. Section 7.01 Rapid If any one of the following events shall occur during the Managed Amortization Events The following shall constitute Rapid Amortization Events with respect to the NotesPeriod: (a) default in the payment of any interest when the same becomes due and payable and such default continues for a period of five Business Days or a failure to pay the entire principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date. (b) failure on the part of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Transferor (i) to make any payment or deposit required by the terms of the Mortgage Loan Sale Agreement, this Agreement, on or before the Indenture, the related Servicing Agreement or the Insurance Agreement, as applicable, within two date occurring five Business Days after notification that the date such payment or deposit is required to be mademade herein, or (ii) to record assignments when required, or (iii) duly to observe or perform in any material respect the covenants of the Transferor set forth in Section 2.4(b) or (iv) duly to observe or perform in any material respect any other covenants or agreements of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Transferor set forth in the Mortgage Loan Sale this Agreement, Transfer which failure, in each case, materially and Servicing Agreement, adversely affects the Indenture, interests of the related Servicing Agreement Certificateholders or the Insurance Agreement, as the case may be, Certificate Insurer and which, in the case of clause (iiiv), continues unremedied and continues to affect materially and adversely the interests of the Certificateholders for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Transferor by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Transferor and the Indenture Trustee by the Certificate Insurer or the Holders of Notes Investor Certificates evidencing more Percentage Interests aggregating not less than 50% 51%; (b) any representation or warranty made by the Transferor in this Agreement shall prove to have been incorrect in any material respect when made and as a result of which the interests of the Outstanding AmountInvestor Certificateholders or the Certificate Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Investor Certificateholders or the Certificate Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Trustee, or to the Transferor and the Trustee by either the Certificate Insurer or the Holders of Investor Certificates evidencing Percentage-Interests aggregating not less than 51%; provided, however, that a Rapid Amortization Event pursuant to this subparagraph (b) shall not be deemed to have occurred hereunder if the Transferor shall have accepted retransfer of the related Mortgage Loans or all Mortgage Loans if applicable during such period (or such longer period (not to exceed an additional 60 days) as the Trustee may specify) in accordance with the provisions hereof; (c) the Issuer, the Master Servicer, the Seller or a Servicer or any of their Subsidiaries or Affiliates Transferor shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Seller or a Servicer Transferor or of or relating to all or substantially all of such Person’s its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the Seller or a Servicer Transferor and such decree or order shall have remained in force undischarged or unstayed for a period of 30 60 days; or the Issuer, the Master Servicer, the Seller or a Servicer Transferor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligationsobligations (any such event, an "Insolvency Event"); (d) any representation or warranty made by the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement Trust shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by either the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount; (e) the Issuer becomes become subject to regulation by the Commission registration as an "investment company within the meaning of company" under the Investment Company Act of 1940, as amended; (e) any Event of Default or Trigger Event (other than the event described in clause (iv) of the definition thereof) shall occur; (f) cumulative draws in respect the aggregate of interest under the Policy exceed Certificate Insurance Draw Amounts exceeds 1% of the aggregate Pool Balance as of the Initial Cut-off Date Pool Balance or there is any draw in respect of principalOff Date; andor (g) an Event if at any time, Liquidation Loss Amounts incurred by the Trust exceed $4,450,600 and either (i) there exists any unreimbursed draw under the Certificate Insurance Policy for a period of Servicing Termination with respect to a Servicer pursuant to six months or (ii) either of the related Servicing Agreement or an Event of Master Servicing Termination pursuant to this Agreement has occurred. In Excess Spread Conditions is not satisfied; then, in the case of any event described in clauses subparagraph (a), (b), ) or (e), (f) and (g) above, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described set forth in such subparagraphs, either the Indenture or Transfer and Servicing Agreement, any of the Indenture Trustee or Holders holding Notes evidencing more than 50% of the Outstanding Amount, in each case with the prior written consent of the Insurer (so long as no Insurer Default has occurred and is continuing) or the Insurer (so long as no Insurer Default has occurred and is continuing), by written notice to the Issuer, the Certificate Insurer, the SponsorTrustee or the Holders of Investor Certificates evidencing Percentage Interests aggregating more than 51%, and by notice given in writing to the Servicer (and to the Indenture Trustee, if given by either the Noteholders Certificate Insurer or the InsurerInvestor Certificateholders) may declare that an early amortization event (a "Rapid Amortization Event Event") has occurred as of the date of such notice. If a Rapid Amortization Event occurs solely due to either: (1) a failure on , and in the part case of one of the Servicers with respect to (b) above or (2) the occurrence of the any event described in subparagraphs (c), (d), (f) above only with respect to one of the Servicersor (g), a Rapid Amortization Event will only apply to shall occur without any notice or other action on the Mortgage Loans serviced by such Servicer. Following part of the occurrence of a Rapid Amortization Event (except for an event with respect to [_________] only described in either (b) or (g) above), if so directed by the Insurer, so long as no Insurer Default has occurred and is continuingTrustee, the Indenture Trustee will sell, dispose of Certificate Insurer or otherwise liquidate the Collateral with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. With respect to the Notes, the net proceeds of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount and any unpaid fees due and owing and to the Owner Trustee any unpaid fees due and owing, (ii) second, to the Holders of each class of Notes, pro rata based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of such class, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (v) fifth, to the Residual Investor Certificateholders, in the order and priority described in Section 5.03(b)(xi), any remaining amounts. In addition to the consequences of a Rapid Amortization Event discussed above, if the Seller or a Servicer voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Seller or a Servicer, on the day of any such filing or appointment with respect to (i) the Seller, no further Additional Balances will be transferred to the Issuer and the Seller will promptly give notice to the Indenture Trustee and (ii) a Servicer, no further Additional Balances relating to Mortgage Loans serviced by such Servicer will be transferred to the Issuer and such Servicer will promptly give notice to the Indenture Trustee and the Insurer of any such filing or appointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes of immediately upon the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the related Servicer shall no longer receive any principal funds upon the transfer of Additional Balances to the Issuer in respect of the Additional Balance Contributed Amount but will be reimbursed directly by the Holder of the Class L Certificate. The Holder of the Class L Certificate will be reimbursed for such payments pursuant to Section 5.01(b)(xi).

Rapid Amortization Events. Section 7.01 Rapid If any one of the following events occurs during the Managed Amortization Events The following shall constitute Rapid Amortization Events with respect to the NotesPeriod: (a) default in the payment of any interest when the same becomes due and payable and such default continues for a period of five Business Days or a The failure to pay the entire principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date. (b) failure on the part of the Issuer, Sponsor or the Master Servicer, the Seller or a Servicer, as the case may be, (i) Servicer to make any payment or deposit required by the terms of the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related and Servicing Agreement or the Insurance Agreement, as applicable, within two three Business Days after notification that such the payment or deposit is was required to be made, ; (b) The failure of the Sponsor or (ii) the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants or agreements of the Issuer, Depositor in Section 2.01(h) or 2.05 of the Master Servicer, the Seller or a Servicer, as the case may be, set forth in the Mortgage Loan Sale Agreement, Transfer and Servicing Agreement, ; (c) The failure of the Indenture, Sponsor to observe or perform in any material respect any other covenants of the related Sponsor in the Sale and Servicing Agreement or that materially and adversely affects the Insurance Agreement, as interests of the case may be, Noteholders and which, that continues unremedied and continues to affect materially and adversely the interests of the Noteholders for 60 days (five days in the case of clause (ii), continues unremedied for a period any failure to transfer to the Trust Eligible Substitute Mortgage Loans or deposit into the Collection Account the Transfer Deposit Amount in accordance with Section 2.07(a) of 60 days the Sale and Servicing Agreement) after the date on which written notice of such the failure, requiring the same it to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Sponsor by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Sponsor and the Indenture Trustee by the Insurer or Holders of Notes evidencing more not less than 5051% of the aggregate Outstanding Amount; (c) the Issuer, the Master Servicer, the Seller or a Servicer or any Amount of their Subsidiaries or Affiliates shall voluntarily go into liquidation, consent to the appointment all Classes of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Seller or a Servicer or of or relating to all or substantially all of such Person’s property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the Seller or a Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Issuer, the Master Servicer, the Seller or a Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligationsNotes; (d) any Any representation or warranty made by the Issuer, Sponsor or the Master Servicer, Depositor in the Seller or a Servicer, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related and Servicing Agreement or the Insurance Agreement shall prove proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such the failure, requiring the same it to be remedied, shall have been given to the Issuer, Sponsor or the Master Servicer, the Seller or a ServicerDepositor, as the case may be, by the Indenture Trustee, or to the IssuerSponsor, the Master Servicer, the Seller or a Servicer, as the case may beDepositor, and the Indenture Trustee by either the Insurer or the Holders of Notes evidencing more not less than 5051% of the aggregate Outstanding AmountAmount of 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 Issuer 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; or (f) The Trust becomes subject to regulation by the Commission registration as an "investment company within the meaning of company" under the Investment Company Act of 1940, as amended; (f) cumulative draws in respect of interest under the Policy exceed 1% of the aggregate Cut-off Date Pool Balance or there is any draw in respect of principal; and (g) an The Rapid Amortization Delinquency Trigger Event of Servicing Termination with respect to a Servicer pursuant to or the related Servicing Agreement or an Rapid Amortization Cumulative Loss Trigger Event of Master Servicing Termination pursuant to this Agreement has occurred. In the case of occurred and is continuing; then, when any event described in clauses subparagraph (a), (b), (ec), (f) and d), or (g) aboveoccurs, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described in the Indenture or Transfer and Servicing Agreement, any of either the Indenture Trustee or the Holders holding Notes evidencing more of not less than 5051% of the aggregate Outstanding AmountAmount of all Classes, by notice given in each case with writing to the prior written consent holder of the Insurer (so long as no Insurer Default has occurred and is continuing) or the Insurer (so long as no Insurer Default has occurred and is continuing), by written notice to the IssuerClass R-[1] Certificates, the Insurer, the SponsorDepositor, and the Master Servicer (and to the Indenture Trustee, Trustee if given by the Noteholders or the InsurerNoteholders) may declare that an early amortization event (a "Rapid Amortization Event Event") has occurred as of the date of such the notice. If a Rapid Amortization Event occurs solely due to either: (1) a failure on , and in the part case of one of the Servicers with respect to (b) above or (2) the occurrence of the any event described in subparagraph (e) or (f) above only with respect to one of the Servicers), a Rapid Amortization Event will only apply to shall occur without any notice or other action on the Mortgage Loans serviced by such Servicer. Following the occurrence part of a Rapid Amortization Event (except for an event with respect to [_________] only described in either (b) or (g) above), if so directed by the Insurer, so long as no Insurer Default has occurred and is continuing, the Indenture Trustee will sellor the Noteholders, dispose of or otherwise liquidate the Collateral with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. With respect to the Notes, the net proceeds of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount and any unpaid fees due and owing and to the Owner Trustee any unpaid fees due and owing, (ii) second, to the Holders of each class of Notes, pro rata based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of such class, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (v) fifth, to the Residual Certificateholders, in the order and priority described in Section 5.03(b)(xi), any remaining amounts. In addition to the consequences of a Rapid Amortization Event discussed above, if the Seller or a Servicer voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Seller or a Servicer, on the day of any such filing or appointment with respect to (i) the Seller, no further Additional Balances will be transferred to the Issuer and the Seller will promptly give notice to the Indenture Trustee and (ii) a Servicer, no further Additional Balances relating to Mortgage Loans serviced by such Servicer will be transferred to the Issuer and such Servicer will promptly give notice to the Indenture Trustee and the Insurer of any such filing or appointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes of the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the related Servicer shall no longer receive any principal funds immediately upon the transfer of Additional Balances to the Issuer in respect of the Additional Balance Contributed Amount but will be reimbursed directly by the Holder of the Class L Certificate. The Holder of the Class L Certificate will be reimbursed for such payments pursuant to Section 5.01(b)(xi)its occurrence.

Rapid Amortization Events. Section 7.01 Rapid Amortization Events (a) The following shall constitute Rapid Amortization Events with respect to the Notes: (a) default in the payment of any interest when the same becomes due and payable and such default continues for a period of five Business Days or a failure to pay the entire principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date. (b) failure on the part of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, (i) to make any payment or deposit required by the terms of the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement, as applicable, within two Business Days after notification that such payment or deposit is required to be made, or (ii) to observe or perform in any material respect the covenants or agreements of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, set forth in the Mortgage Loan Sale Agreement, Transfer Sale and Servicing Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement, as the case may be, and which, in the case of clause (ii), continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by the Insurer or Holders of Notes evidencing more than 50% of the Outstanding Amount; (c) the Issuer, the Master Servicer, the Seller or a Servicer or any of their Subsidiaries or Affiliates shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Seller or a Servicer or of or relating to all or substantially all of such Person’s property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the Seller or a Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Issuer, the Master Servicer, the Seller or a Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (d) any representation or warranty made by the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by either the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount; (e) the Issuer becomes subject to regulation by the Commission as an investment company within the meaning of the Investment Company Act of 1940, as amended; (f) cumulative draws in respect of interest under the Policy exceed 1% of the aggregate Cut-off Date Pool Balance or there is any draw in respect of principal; and (g) an Event of Servicing Termination with respect to a Servicer pursuant to the related Servicing Agreement or an Event of Master Servicing Termination pursuant to this Agreement has occurred. In the case of any event described in clauses (a), (b), (e), (f) and (g) above, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described in the Indenture or Transfer Sale and Servicing Agreement, any of the Indenture Trustee or Holders holding Notes evidencing more than 50% of the Outstanding Amount, in each case with the prior written consent of the Insurer (so long as no Insurer Default has occurred and is continuing) or the Insurer (so long as no Insurer Default has occurred and is continuing), by written notice to the Issuer, the Insurer, the Sponsor, and the Servicer (and to the Indenture Trustee, if given by the Noteholders or the Insurer) declare that a Rapid Amortization Event has occurred as of the date of such notice. If a Rapid Amortization Event occurs solely due to either: (1) a failure on the part of one of the Servicers with respect to (b) above or (2) the occurrence of the event described in (f) above only with respect to one of the Servicers, a Rapid Amortization Event will only apply to the Mortgage Loans serviced by such Servicer. Following the occurrence of a Rapid Amortization Event (except for an event with respect to [_________] only described in either (b) or (g) above), if so directed by the Insurer, so long as no Insurer Default has occurred and is continuing, the Indenture Trustee will sell, dispose of or otherwise liquidate the Collateral with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. With respect to the Notes, the net proceeds of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount and any unpaid fees due and owing and to the Owner Trustee any unpaid fees due and owing, (ii) second, to the Holders of each class of Notes, pro rata based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of such class, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (v) fifth, to the Residual Certificateholders, in the order and priority described in Section 5.03(b)(xi), any remaining amounts. In addition to the consequences of a Rapid Amortization Event discussed above, if the Seller or a Servicer voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Seller or a Servicer, on the day of any such filing or appointment with respect to (i) the Seller, no further Additional Balances will be transferred to the Issuer and the Seller will promptly give notice to the Indenture Trustee and (ii) a Servicer, no further Additional Balances relating to Mortgage Loans serviced by such Servicer will be transferred to the Issuer and such Servicer will promptly give notice to the Indenture Trustee and the Insurer of any such filing or appointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes of the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the related Servicer shall no longer receive any principal funds upon the transfer of Additional Balances to the Issuer in respect of the Additional Balance Contributed Amount but will be reimbursed directly by the Holder of the Class L Certificate. The Holder of the Class L Certificate will be reimbursed for such payments pursuant to Section 5.01(b)(xi).

Rapid Amortization Events. Section 7.01 Rapid If any one of the following events shall occur during the Managed Amortization Events The following shall constitute Rapid Amortization Events with respect to the NotesPeriod: (a) default in the payment of any interest when the same becomes due and payable and such default continues for a period of five Business Days or a failure to pay the entire principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date. (b) failure on the part of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Transferor (i) to make any payment or deposit required by the terms of the Mortgage Loan Sale Agreement, this Agreement, on or before the Indenture, the related Servicing Agreement or the Insurance Agreement, as applicable, within two date occurring three Business Days after notification that the date such payment or deposit is required to be mademade herein, or (ii) duly to observe or perform in any material respect the covenants of the Transferor set forth in Section 2.04(a) or (iii) duly to observe or perform in any material respect any other covenants or agreements of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Transferor set forth in the Mortgage Loan Sale this Agreement, Transfer which failure, in each case, materially and Servicing Agreement, adversely affects the Indenture, interests of the related Servicing Agreement Certificateholders or the Insurance Agreement, as the case may be, Credit Enhancer and which, in the case of clause (iiiii), continues unremedied and continues to affect materially and adversely the interests of the Certificateholders for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the IssuerTransferor by the Trustee, or to the Master ServicerTransferor and the Trustee by the Holders of Investor Certificates evidencing Voting Rights aggregating not less than 51%; (b) any representation or warranty made by the Transferor or the Depositor in this Agreement shall prove to have been incorrect in any material respect when made, as a result of which the Seller interests of the Investor Certificateholders or the Credit Enhancer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Certificateholders or the Credit Enhancer for a Servicerperiod of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor or the Depositor, as the case may be, by the Indenture Trustee, or to the IssuerTransferor, the Master ServicerDepositor and the Trustee by either the Credit Enhancer or the Holders of Investor Certificates evidencing Voting Rights aggregating not less than 51%; provided, however, that a Rapid Amortization Event pursuant to this subparagraph (b) shall not be deemed to have occurred hereunder if the Seller Transferor has accepted retransfer of the related Mortgage Loan or a Servicer, Mortgage Loans during such period (or such longer period (not to exceed an additional 60 days) as the case Trustee may be, and specify) in accordance with the Indenture Trustee by the Insurer or Holders of Notes evidencing more than 50% of the Outstanding Amountprovisions hereof; (c) the Issuer, Transferor or the Master Servicer, the Seller or a Servicer or any of their Subsidiaries or Affiliates 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 IssuerTransferor or the Depositor, the Master Servicer, the Seller or a Servicer or of or relating to all or substantially all of such Person’s 's property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Issuer, Transferor or the Master Servicer, the Seller or a Servicer Depositor and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Issuer, Transferor or the Master Servicer, the Seller or a Servicer Depositor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (d) any representation or warranty made by the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement Trust shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by either the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount; (e) the Issuer becomes become subject to regulation by the Commission registration as an "investment company within the meaning of company" under the Investment Company Act of 1940, as amended;; or (fe) cumulative the aggregate of all draws in respect of interest under the Policy exceed 1exceeds __% of the aggregate Initial Cut-off Off Date Pool Balance or there is any draw Balance; then, in respect of principal; and (g) an Event of Servicing Termination with respect to a Servicer pursuant to the related Servicing Agreement or an Event of Master Servicing Termination pursuant to this Agreement has occurred. In the case of any event described in clauses subparagraph (a), ) or (b), (e), (f) and (g) above, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described set forth in such subparagraphs, either the Indenture Trustee, the Credit Enhancer or Transfer and Servicing Agreement, any the Holders of the Indenture Trustee or Holders holding Notes Investor Certificates evidencing Voting Rights aggregating more than 50% of the Outstanding Amount, in each case with the prior written consent of the Insurer (so long as no Insurer Default has occurred and is continuing) or the Insurer (so long as no Insurer Default has occurred and is continuing)51%, by written notice given in writing to the IssuerTransferor, the Insurer, the Sponsor, Depositor and the Servicer (and to the Indenture Trustee, Trustee if given by either the Noteholders Credit Enhancer or the InsurerInvestor Certificateholders) may declare that an early amortization event (a "Rapid Amortization Event Event") has occurred as of the date of such notice. If a Rapid Amortization Event occurs solely due to either: (1) a failure on , and in the part case of one of the Servicers with respect to (b) above or (2) the occurrence of the any event described in subparagraph (fc), (d) above only with respect to one of the Servicersor (e), a Rapid Amortization Event will only apply to shall occur without any notice or other action on the Mortgage Loans serviced by such Servicer. Following part of the occurrence of a Rapid Amortization Event (except for an event with respect to [_________] only described in either (b) or (g) above), if so directed by the Insurer, so long as no Insurer Default has occurred and is continuingTrustee, the Indenture Trustee will sell, dispose of Credit Enhancer or otherwise liquidate the Collateral with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. With respect to the Notes, the net proceeds of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount and any unpaid fees due and owing and to the Owner Trustee any unpaid fees due and owing, (ii) second, to the Holders of each class of Notes, pro rata based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of such class, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (v) fifth, to the Residual Investor Certificateholders, in the order and priority described in Section 5.03(b)(xi), any remaining amounts. In addition to the consequences of a Rapid Amortization Event discussed above, if the Seller or a Servicer voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Seller or a Servicer, on the day of any such filing or appointment with respect to (i) the Seller, no further Additional Balances will be transferred to the Issuer and the Seller will promptly give notice to the Indenture Trustee and (ii) a Servicer, no further Additional Balances relating to Mortgage Loans serviced by such Servicer will be transferred to the Issuer and such Servicer will promptly give notice to the Indenture Trustee and the Insurer of any such filing or appointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes of immediately upon the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the related Servicer shall no longer receive any principal funds upon the transfer of Additional Balances to the Issuer in respect of the Additional Balance Contributed Amount but will be reimbursed directly by the Holder of the Class L Certificate. The Holder of the Class L Certificate will be reimbursed for such payments pursuant to Section 5.01(b)(xi).

Rapid Amortization Events. Section 7.01 Rapid If any one of the following events shall occur during the Revolving Period or the Managed Amortization Events The following shall constitute Rapid Amortization Events with respect to the NotesPeriod: (a) default in the payment of any interest when the same becomes due and payable and such default continues for a period of five Business Days or a failure to pay the entire principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date. (b) failure on the part of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Servicer (i) to make any payment or deposit required by the terms of the Mortgage Loan Sale Agreement, this Agreement, on or before the Indenture, the related Servicing Agreement or the Insurance Agreement, as applicable, within two date occurring five (5) Business Days after notification that the date such payment or deposit is required to be mademade herein, or (ii) duly to observe or perform in any material respect the any other covenants or agreements of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Servicer set forth in the Mortgage Loan Sale this Agreement, Transfer and Servicing Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement, as the case may be, and whichwhich failure, in the case of clause (ii), materially and adversely affects the interests of the Certificateholders or the Certificate Insurer, and continues unremedied for a period of 60 sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the IssuerServicer by the Trustee, the Master Servicer, Certificate Insurer or Certificateholders evidencing Percentage Interests aggregating not less than 51%; (b) any representation or warranty made by the Seller or a ServicerServicer in this Agreement shall prove to have been incorrect in any material respect when made, as a result of which the case may beinterests of the Certificateholders or the Certificate Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Certificateholders or the Certificate Insurer for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee, or to the IssuerServicer and the Trustee by either the Certificate Insurer or Certificateholders evidencing Percentage Interests aggregating not less than 51%; provided, however, that a Rapid Amortization Event pursuant to this subparagraph (b) shall not be deemed to have occurred hereunder if the Master Servicer, Transferor has accepted transfer of the Seller related Home Equity Loan or a Servicer, Home Equity Loans during such period (or such longer period (not to exceed an additional sixty (60) days) as the case may beTrustee, and with the Indenture Trustee by the Insurer or Holders of Notes evidencing more than 50% consent of the Outstanding AmountCertificate Insurer, which consent shall not be unreasonably withheld, may specify) in accordance with the provisions hereof; (c) the Issuer, the Master Servicer, the Seller or a Servicer or any of their Subsidiaries or Affiliates Transferor shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Seller or a Servicer or Transferor of or relating to all or substantially all of such Person’s its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the Seller or a Servicer Transferor and such decree or order shall have remained in force undischarged or unstayed for a period of 30 sixty (60) days; or the Issuer, the Master Servicer, the Seller or a Servicer Transferor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (d) any representation or warranty made by the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement Trust shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by either the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount; (e) the Issuer becomes become subject to regulation by the Commission registration as an "investment company within the meaning of company" under the Investment Company Act of 1940, as amended; (e) any Servicer Default shall occur; or (f) cumulative draws the occurrence of a "Trigger Event" specified in respect of interest under the Policy exceed 1% Section 6.1 of the aggregate Cut-off Date Pool Balance or there is any draw in respect of principal; and (g) an Event of Servicing Termination Insurance Agreement with respect to which the Certificate Insurer may declare, and has declared, a Servicer pursuant Rapid Amortization Event to the related Servicing Agreement or an Event of Master Servicing Termination pursuant to this Agreement has occurred. In occur; then, in the case of any event described in clauses subparagraph (a), (b), ) or (e), (f) and (g) above, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace or cure period, if any, described set forth in such subparagraphs, either the Indenture or Transfer and Servicing Agreement, any of the Indenture Trustee or Holders holding Notes Certificateholders evidencing more Percentage Interests aggregating not less than 5051% of or the Outstanding Amount, in each case with the prior written consent of the Certificate Insurer (so long as there is no default by the Certificate Insurer Default has occurred and is continuing) or in the Insurer (so long as no Insurer Default has occurred and is continuingperformance of its obligations under the Certificate Insurance Policy), by written notice given in writing to the Issuer, the Insurer, the Sponsor, Transferor and the Servicer (and to the Indenture Trustee, Trustee if given by either the Noteholders Certificate Insurer or the InsurerCertificateholders) may declare that a Rapid Amortization Event has occurred as of the date of such notice. If a Rapid Amortization Event occurs solely due to either: (1) a failure on In the part case of one of the Servicers with respect to (b) above or (2) the occurrence of the any event described in subparagraphs (fc) above only with respect to one of the Servicersor (d), a Rapid Amortization Event will only apply to shall occur without any notice or other action on the Mortgage Loans serviced by such Servicer. Following part of the occurrence of a Rapid Amortization Event (except for an event with respect to [_________] only described in either (b) or (g) above), if so directed by the Insurer, so long as no Insurer Default has occurred and is continuingTrustee, the Indenture Trustee will sell, dispose of Certificate Insurer or otherwise liquidate the Collateral with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. With respect to the Notes, the net proceeds of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount and any unpaid fees due and owing and to the Owner Trustee any unpaid fees due and owing, (ii) second, to the Holders of each class of Notes, pro rata based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of such class, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (v) fifth, to the Residual Certificateholders, in the order and priority described in Section 5.03(b)(xi), any remaining amounts. In addition to the consequences of a Rapid Amortization Event discussed above, if the Seller or a Servicer voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Seller or a Servicer, on the day of any such filing or appointment with respect to (i) the Seller, no further Additional Balances will be transferred to the Issuer and the Seller will promptly give notice to the Indenture Trustee and (ii) a Servicer, no further Additional Balances relating to Mortgage Loans serviced by such Servicer will be transferred to the Issuer and such Servicer will promptly give notice to the Indenture Trustee and the Insurer of any such filing or appointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes of immediately upon the occurrence of such event. Upon In the occurrence case of any event described in subparagraph (f), a Rapid Amortization EventEvent shall be deemed to have occurred only if, after the applicable grace or cure period, if any, set forth in the Insurance Agreement, the related Servicer shall no longer receive any principal funds upon the transfer of Additional Balances Certificate Insurer gives written notice to the Issuer in respect of Transferor, the Additional Balance Contributed Amount but will be reimbursed directly by Servicer and the Holder of the Class L Certificate. The Holder of the Class L Certificate will be reimbursed for such payments pursuant to Section 5.01(b)(xi)Trustee that a Rapid Amortization Event has occurred.

Rapid Amortization Events. Section 7.01 Rapid Amortization Events The 7.1 RAPID AMORTIZATION EVENTS. If any one of the following events (each a "RAPID AMORTIZATION EVENT") shall constitute Rapid Amortization Events with respect to the Notesoccur: (a) default any payment shall not be made on the date required under this Master Trust Agreement or the applicable Supplement (including, without limitation, Receivable Shortfall Payments, payments of principal and interest on any Distribution Date, payments of Additional Amounts and any other payments or prepayments required to be made by the Sellers under any applicable Supplement); PROVIDED, HOWEVER, in the payment case of any payment other than payments of principal and interest when the same becomes due and payable and on any Distribution Date, such default continues payment shall not be made for a period of five thirty (30) days after the date required under the Master Trust Agreement and in the case of any payment of principal or interest on a Distribution Date, such payment shall not be made for a period of three (3) Business Days or a failure to pay after the entire principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date.date required in this Master Trust Agreement; (b) failure on the part of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, (i) to make any payment or deposit required by the terms of the Mortgage Loan Sale AgreementTMM (as a Seller, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement, as applicable, within two Business Days after notification that such payment or deposit is required to be madeGuarantor, or (iiSellers' Representative) or any other Seller shall fail to duly observe or perform in any material respect the covenants any other covenant or agreements agreement of the IssuerSellers in any Transaction Document, the Master Servicer, the Seller or a Servicer, as the case may be, set forth in the Mortgage Loan Sale Agreement, Transfer and Servicing Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement, as the case may be, and which, in the case of clause (ii), which failure continues unremedied for a period of 60 30 days (PROVIDED, THAT, with respect to the covenant set forth in SECTION 3.2(z) hereof the period shall be seven (7) days) after the date on which written notice earlier to occur of (x) actual knowledge by a Responsible Officer of such failure, requiring the same Person and (y) notice thereof to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, such Person by the Indenture Trustee, ; or to (ii) an Exercise Event (as such term is defined in the Issuer, Option Agreement) shall occur under the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by the Insurer or Holders of Notes evidencing more than 50% of the Outstanding AmountOption Agreement; (c) (i) any representation or warranty made by TMM (as a Seller, Guarantor, or Sellers' Representative) or any other Seller in any Transaction Document or in any instrument, document or certificate delivered by such Person pursuant thereto, or any information required to be given by such Person to the IssuerTrustee with respect to the Purchased Receivables, proves to have been incorrect when made, the Master Servicer, the Seller or effect of which shall result in a Servicer Material Adverse Effect; (d) TMM or any of their Subsidiaries or Affiliates other Seller shall voluntarily go into liquidation, consent to the appointment of a conservator or conservator, receiver or liquidator or similar person in any bankruptcy, insolvency, CONCURSO MERCANTIL, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Seller or a Servicer or of or relating to all or substantially all of such Person’s its property, ; or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, conservator or receiver or liquidator or similar person in any bankruptcy, insolvency, CONCURSO MERCANTIL, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding winding- up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the TMM or such other Seller or a Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 30 action is not discharged within sixty (60) days; or the Issuerany encumbrancer takes possession of, or a trustee, administrator or receiver is appointed for, the Master Servicer, whole or any substantial part of the assets of TMM or such other Seller and such action is not discharged within sixty (60) days; or a Servicer TMM or such other Seller shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (d) any representation or warranty made by the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by either the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount; (e) the Issuer becomes subject Trust shall be required to regulation by the Commission be registered (i) as an "investment company company" within the meaning of the Investment Company Act of 1940, as amendedor (ii) under the Trust Indenture Act; (f) cumulative draws TMM or any other Seller shall, in respect any court or other governmental proceeding, contest in any manner the validity, binding nature, or enforceability of interest under any Transaction Document or assert the Policy exceed 1% of the aggregate Cut-off Date Pool Balance or there is any draw matters set forth in respect of principal; andSECTION 7.1(g) below; (g) the assignment of the Purchased Receivables to the Trust pursuant to this Master Trust Agreement and the Receivables Sale Agreements shall generally cease to be an absolute assignment of all right, title and interest in and to the Purchased Receivables for purposes of Mexican law; or the Trustee, on behalf of the Trust, shall cease to either own or have a first priority, perfected security interest in the Purchased Receivables for purposes of United States law, in either case, as determined by a final judgment of a court of competent jurisdiction in an action in which the assertion of such cessation is made by or on behalf of a Person other than the Trustee or any Certificateholder; (h) Mexico shall impose foreign exchange controls that have the effect, intended or not, of impeding the flow of payments with respect to the Purchased Receivables or the transfer of funds from the Peso Denominated Account or the Sweep Account to the Collection Account or from the Collection Account to any Series Account as provided for in this Master Trust Agreement, any Supplement or other Transaction Document which exchange controls, as they relate to such flow of payments, are not removed within fifteen (15) days from their imposition; (i) except as provided in SECTION 4.1(c), on any Determination Date, the currency of any Collections received by the Trust with respect to the Purchased Receivables during the prior Collection Period shall be in a currency other than Dollars; (j) any Seller shall change the nature or conduct of its business relating to Eligible Open Accounts Receivables if any such change is reasonably likely to result in a Material Adverse Effect; (k) any moratorium imposed by any government or legislative authority on the repayment of any Indebtedness of any Seller shall occur, or any governmental authority enactment shall occur that expropriates, condemns or causes the compulsory purchase of fifteen percent (15%) or more of the consolidated total assets of (i) TMM or (ii) any other Seller if the Collections generated by the Eligible Purchased Receivables sold by that Seller to the Trust accounted for in excess of five percent (5%) of the aggregate Collections generated by all Purchased Receivables sold by all Sellers to the Trust during the twelve-month period immediately preceding the occurrence of such event (excluding any amount attributable to goodwill or other intangible assets) as determined by reference to the then most recent audited consolidated financial statements of TMM or any such Seller, as applicable; (l) A final judgment or order for the payment of money in an aggregate amount in excess of U.S.$10,000,000 (or the equivalent thereof in other currencies), taken together with any other judgment or order then outstanding, shall have been entered against TMM or any of its Restricted Subsidiaries, any other Seller or any consolidated Subsidiary thereof, and either (i) such judgment was prosecuted by any creditor or (ii) such judgment or order shall have not been vacated, discharged, stayed or bonded pending appeal, for a period of sixty (60) calendar days after the date of entry of such judgment or order; (m) A default shall have occurred under any Indebtedness of TMM or any of its Restricted Subsidiaries, or any other Seller or any such Seller's consolidated Subsidiaries (whether at stated maturity, required prepayment, acceleration, demand or otherwise), individually or in the aggregate in excess of U.S.$10,000,000 or any default or event of default shall occur under any agreement or instrument evidencing or relating to such Indebtedness, including under either Indenture, if the effect thereof is to accelerate the maturity thereof or to permit the holder or holders of such Indebtedness, or an agent or trustee on its or their behalf, to accelerate the maturity thereof or to require the mandatory prepayment or redemption thereof; (n) any governmental or legislative authorization, approval, license or consent, if any, required by the laws of Mexico to enable TMM or any other Seller or the Trust lawfully to enter into and perform the Transaction Documents, to exercise the rights purported to be granted to the Trust therein, to perform the obligations purported to be assumed by the Seller therein or to ensure the legality, validity, enforceability and admissibility in evidence in Mexico of any of the Transaction Documents, shall have ceased to be in full force and effect in all material respects for a period of thirty (30) days or more; (o) if the Servicer is TMM, any Servicer Default shall occur and be continuing; (p) on any two consecutive Determination Dates, (A) the Receivables Coverage Ratio shall be less than 2.00:1.00 or (B) the Generation Coverage Ratio shall be less than 2.25:1.00; (q) any Obligor Agreement relating to Purchased Receivables (A) is terminated or not renewed prior to the Series 2001-A Termination Date, or (B) any party thereto shall default thereunder which default is reasonably likely to result in a Material Adverse Effect; PROVIDED, HOWEVER, a Rapid Amortization Event shall not arise if such Obligor Agreement is terminated or is in default and the Sellers immediately replace such Obligor Agreement with a new Eligible Obligor acceptable to the Investor Certificateholders in their sole and absolute discretion; (r) a Change in Control shall have occurred; or (s) a Receivable Shortfall Payment under either SECTION 4.2(a)(i) or (ii) hereof, shall occur on any two consecutive Transfer Dates. then, in the case of Servicing Termination any event set forth above other than in SECTION 7.1(d) or SECTION 7.1(g), a Rapid Amortization Commencement Date will be deemed to have occurred with respect to a Servicer pursuant Series only if, after any applicable grace period described in such clauses, the Trustee, acting at the direction of the Series Required Investor Certificateholders of such Series, by written notice to the related Servicing Agreement or an Event Sellers' Representative (the "RAPID AMORTIZATION NOTICE") declares that, as of Master Servicing Termination pursuant the date of such notice, a Rapid Amortization Commencement Date has occurred with respect to this Agreement has occurredsuch Series. In the case of any event described set forth in clauses (a), (b), (e), (fSECTION 7.1(d) and or (g) above, a Rapid Amortization Event Commencement Date with respect to all Series will be deemed to have occurred only if, after without any notice or other action on the applicable grace period, if any, described in the Indenture or Transfer and Servicing Agreement, any part of the Indenture Trustee or Holders holding Notes evidencing more immediately upon the occurrence of such event. In the case of any event set forth above other than 50% in SECTION 7.1(d), a Rapid Amortization Commencement Date will be deemed to have been rescinded with respect to a Series if the Trustee, at the direction of the Outstanding Amount, in each case with the prior written consent Series Required Investor Certificateholders of the Insurer (so long as no Insurer Default has occurred and is continuing) or the Insurer (so long as no Insurer Default has occurred and is continuing)such Series, by written notice to the IssuerSellers' Representative, declares that such Rapid Amortization Commencement Date has been deemed not to have occurred (such written notice, a "WAIVER NOTICE"); PROVIDED, HOWEVER, such Waiver Notice shall not affect a Rapid Amortization Notice given with respect to any other Series. Any Waiver Notice shall be given within the period commencing on the date on which the Rapid Amortization Commencement Date has been deemed to have occurred and the date of the second Distribution Date immediately following such date (the "NOTICE PERIOD"). During the Notice Period with respect to a Series, all Collections allocable to such Series will be deposited in the Certificate Account for such Series until the amount on deposit in the applicable Certificate Account equals an amount sufficient to pay such Series' Series Percentage of the Trustee Fee and the Servicing Fee and to pay the Certificate Balance of such Series plus interest thereon at the Certificate Rate (calculated as during a Rapid Amortization Period) through the expiration of the Notice Period; PROVIDED, HOWEVER, that until the expiration of the Notice Period, distributions to the Certificateholders (other than any Seller or Affiliate thereof or any Subordinated Certificateholder) will continue to be made on each Distribution Date. Notwithstanding the foregoing, the Insurer, Series Required Investor Certificateholders of a Series may not direct the Sponsor, and the Servicer (and Trustee to the Indenture Trustee, give a Rapid Amortization Notice with respect to such Series if given by the Noteholders or the Insurer) declare that a Rapid Amortization Event has occurred as of the date of such notice. If a Rapid Amortization Event occurs solely due to either: (1) a failure on the part of one of the Servicers with respect to (b) above or (2) the occurrence of the event type described in (f) above only with respect to one of the Servicersat SECTION 7.1(a), a Rapid Amortization Event will only apply to the Mortgage Loans serviced by such Servicer. Following the occurrence of a Rapid Amortization Event (except for an event with respect to [_________] only described in either (b) or (gc) above), if so directed by the Insurer, so long above arises solely as no Insurer Default has occurred and is continuing, the Indenture Trustee will sell, dispose a result of a failure to pay or otherwise liquidate the Collateral perform or a breach with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. With respect to the Notes, the net proceeds of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount and any unpaid fees due and owing and to the Owner Trustee any unpaid fees due and owing, (ii) second, to the Holders of each class of Notes, pro rata based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of such class, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (v) fifth, to the Residual Certificateholders, in the order and priority described in Section 5.03(b)(xi), any remaining amounts. In addition to the consequences terms or conditions of a Rapid Amortization Event discussed above, if the Seller or a Servicer voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Seller or a Servicer, on the day of any such filing or appointment with respect to (i) the Seller, no further Additional Balances will be transferred to the Issuer and the Seller will promptly give notice to the Indenture Trustee and (ii) a Servicer, no further Additional Balances Supplement relating to Mortgage Loans serviced by such Servicer will be transferred to the Issuer and such Servicer will promptly give notice to the Indenture Trustee and the Insurer of any such filing or appointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes of the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the related Servicer shall no longer receive any principal funds upon the transfer of Additional Balances to the Issuer in respect of the Additional Balance Contributed Amount but will be reimbursed directly by the Holder of the Class L Certificate. The Holder of the Class L Certificate will be reimbursed for such payments pursuant to Section 5.01(b)(xi)another Series.

Rapid Amortization Events. Section 7.01 Rapid If any one of the following events shall occur during the managed Amortization Events The following shall constitute Rapid Amortization Events with respect to the NotesPeriod: (a) default in the payment of any interest when the same becomes due and payable and such default continues for a period of five Business Days or a failure to pay the entire principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date. (b) failure on the part of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, (i) to make any payment or deposit required by the terms of the Mortgage Loan Sale Agreement, this Agreement, on or before the Indenture, the related Servicing Agreement or the Insurance Agreement, as applicable, within two date occurring five Business Days after notification that the date such payment or deposit is required to be mademade herein, or (ii) to record assignments when required, or (iii) duly to observe or perform in any material respect the covenants of the Seller set forth in Section 2.4(a) or (iv) duly to observe or perform in material respect any other covenants or agreements of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, set forth in the Mortgage Loan Sale this Agreement, Transfer which failure, in each case, materially and Servicing Agreement, adversely affects the Indenture, interests of the related Servicing Agreement Certificateholders or the Insurance Agreement, as the case may be, Certificate Insurer and which, in the case of clause (iivi), continues unremedied and continues to affect materially and adversely the interests of the Certificateholders for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by the Certificate Insurer or the Holders of Notes Investor Certificates evidencing more Percentage Interests aggregating not less than 50% 51%; (b) any representation or warranty made by the Seller in this Agreement shall prove to have been incorrect in any material respect when made and as a result of which the interests of the Outstanding AmountInvestor Certificateholders or the Certificate Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Certificateholders or the Certificate Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Trustee, or to the Seller and the Trustee by either the Certificate Insurer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51%; provided, however, that an Rapid Amortization Event pursuant to this subparagraph (b) shall not be deemed to have occurred hereunder if the Seller have accepted retransfer of the related Mortgage Loans or all Mortgage Loans if applicable during such period (or such longer period (not to exceed an additional 60 days) as the Trustee may specify) in accordance with the provisions hereof; (c) the Issuer, the Master Servicer, the Seller or a Servicer or any of their Subsidiaries or Affiliates shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Seller or a Servicer or of or relating to all or substantially all of such Person’s its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the such Seller or a Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Issuer, the Master Servicer, the Seller or a Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligationsobligations (any such event, an "Insolvency Event"); (d) any representation or warranty made by the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement Trust shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by either the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount; (e) the Issuer becomes become subject to regulation by the Commission registration as an "investment company within the meaning of company" under the Investment Company Act of 1940, as amended; (e) any Event of Default or Trigger Event shall occur (other than the event described in clause (iv) of the definition thereof); (f) cumulative draws in respect the aggregate of interest under the Policy exceed 1Certificate Insurance Draw Amounts exceeds ____% of the aggregate Pool Balance as of the Cut-off Date Pool Balance or there is any draw in respect of principalOff Date; andor (g) an Event of Servicing Termination with respect to a Servicer pursuant to if at any time, Liquidation Lose Amounts incurred by the related Servicing Agreement or an Event of Master Servicing Termination pursuant to this Agreement has occurredTrust exceed $____________. In then, in the case of any event described in clauses subparagraph (a), (b), ) or (e), (f) and (g) above, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described set forth in such subparagraphs, either the Indenture or Transfer and Servicing Agreement, any of the Indenture Trustee or Holders holding Notes evidencing more than 50% of the Outstanding Amount, in each case with the prior written consent of the Insurer (so long as no Insurer Default has occurred and is continuing) or the Insurer (so long as no Insurer Default has occurred and is continuing), by written notice to the Issuer, the Certificate Insurer, the SponsorTrustee or the Holders of Investor Certificates evidencing Percentage Interests aggregating more than 51%, and by notice given in writing to the Servicer (and to the Indenture Trustee, if given by either the Noteholders Certificate Insurer or the InsurerInvestor Certificateholders) may declare that a an early amortization event (an "Rapid Amortization Event Event") has occurred as of the date of such notice. If a Rapid Amortization Event occurs solely due to either: (1) a failure on , and in the part case of one of the Servicers with respect to (b) above or (2) the occurrence of the any event described in subparagraphs (c), (d), (f) above only with respect to one of the Servicersor (g), a Rapid Amortization Event will only apply to shall occur without any notice or other action on the Mortgage Loans serviced by such Servicer. Following part of the occurrence of a Rapid Amortization Event (except for an event with respect to [_________] only described in either (b) or (g) above), if so directed by the Insurer, so long as no Insurer Default has occurred and is continuingTrustee, the Indenture Trustee will sell, dispose of Certificate Insurer or otherwise liquidate the Collateral with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. With respect to the Notes, the net proceeds of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount and any unpaid fees due and owing and to the Owner Trustee any unpaid fees due and owing, (ii) second, to the Holders of each class of Notes, pro rata based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of such class, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (v) fifth, to the Residual Investor Certificateholders, in the order and priority described in Section 5.03(b)(xi), any remaining amounts. In addition to the consequences of a Rapid Amortization Event discussed above, if the Seller or a Servicer voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Seller or a Servicer, on the day of any such filing or appointment with respect to (i) the Seller, no further Additional Balances will be transferred to the Issuer and the Seller will promptly give notice to the Indenture Trustee and (ii) a Servicer, no further Additional Balances relating to Mortgage Loans serviced by such Servicer will be transferred to the Issuer and such Servicer will promptly give notice to the Indenture Trustee and the Insurer of any such filing or appointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes of immediately upon the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the related Servicer shall no longer receive any principal funds upon the transfer of Additional Balances to the Issuer in respect of the Additional Balance Contributed Amount but will be reimbursed directly by the Holder of the Class L Certificate. The Holder of the Class L Certificate will be reimbursed for such payments pursuant to Section 5.01(b)(xi).

Rapid Amortization Events. Section 7.01 Rapid Amortization Events The following shall constitute Rapid Amortization Events with respect to the NotesBonds: (a) default in the payment of any interest when the same becomes due and payable and such default continues for a period of five Business Days or a failure to pay the entire principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date. (b) failure on the part of the Issuer, the Master Servicer, Depositor or the Seller or a Servicer, as the case may be, (i) to make any payment or deposit required by the terms of the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Sale and Servicing Agreement or the Insurance Agreement, as applicable, within two Business Days after notification that such payment or deposit is required to be made, or (ii) to observe or perform in any material respect the covenants or agreements of the Issuer, the Master Servicer, Depositor or the Seller or a Servicer, as the case may be, set forth in the Mortgage Loan Sale Agreement, Transfer and Servicing Agreement, the Indenture, the related Servicing Agreement or the Insurance AgreementAgreement or this Indenture, as the case may be, and which, in the case of clause (ii), continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, Depositor or the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, Depositor or the Seller or a Servicer, as the case may be, and the Indenture Trustee by the Insurer or Holders of Notes Bonds evidencing more than 50% of the Outstanding Amount; (cb) any representation or warranty made by the Issuer, the Master Depositor or the Servicer, as the case may be, in this Indenture, the Sale and Servicing Agreement or the Insurance Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Bondholders or the Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Bondholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Depositor or the Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Depositor or the Servicer, as the case may be, and the Indenture Trustee by either the Insurer or the Holders of Bonds evidencing more than 50% of the Outstanding Amount; provided, however, that with respect to any such representation or warranty made with respect to the related Mortgage Loans, a Rapid Amortization Event pursuant to this subparagraph (b) shall not be deemed to have occurred hereunder if the Servicer or the Depositor has accepted retransfer of such related Mortgage Loan or related Mortgage Loans during such period (or such longer period not to exceed an additional 60 days as the Indenture Trustee may specify with the consent of the Insurer) in accordance with the provisions hereof; (c) the Servicer, the Seller Depositor or a Servicer the Issuer or any of their Subsidiaries or o r Affiliates shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Seller Depositor or a Servicer the Trust or of or relating to all or substantially all of such Person’s 's property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the Seller or a Servicer Depositor of the Trust and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Issuer, the Master Servicer, the Seller Depositor or a Servicer 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) any representation or warranty made by the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by either the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount; (e) the Issuer becomes subject to regulation by the Securities and Exchange Commission as an investment company within the meaning of the Investment Company Act of 1940, as amended; (fe) cumulative draws in respect of interest any draw is made under the Policy exceed 1% of the aggregate Cut-off Date Pool Balance or there is with respect to any draw in respect of principal; andClass; (gf) an Event of Servicing Termination with respect to a Servicer pursuant to the related Servicing Agreement or an Event of Master Servicing Termination pursuant to this Agreement has occurred; (g) a default in the payment of any Deferred Interest on the Class A Bonds on the Final Maturity Date; and (h) default in the payment of any interest, principal or any installment of principal on the Bonds when the same becomes due and payable, and such default continues for a period of five Business Days. In the case of any event described in clauses (a), ) through (b), (e), (f) and (gh) above, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described in the Indenture or Transfer Sale and Servicing Agreement, any of the Indenture Trustee or Holders holding Notes Class A Bonds evidencing more than 50% of the Outstanding Amountoutstanding principal balance of the Class A Bonds, in each case with the prior written consent of the Insurer (so long as no Insurer Default has occurred and is continuingcontinuing or unless a Rapid Amortization Event described in clause (g) above has occurred) or the Insurer (so long as no Insurer Default has occurred and is continuing), by written notice to the IssuerTrust, the Insurer, the SponsorDepositor, and the Servicer (and to the Indenture Trustee, if given by the Noteholders Bondholders or the Insurer) declare that a Rapid Amortization Event has occurred as of the date of such notice. If a Rapid Amortization Event occurs solely due to either: (1) a failure on the part of one of the Servicers with respect to (b) above or (2) the occurrence of the event described in (f) above only with respect to one of the Servicers, a Rapid Amortization Event will only apply to the Mortgage Loans serviced by such Servicer. Following the occurrence of a Rapid Amortization Event (except for an event with respect to [_________] only described in either (b) or (g) above), if so directed by the Insurer, so long as no Insurer Default has occurred and is continuing, the Indenture Trustee will and the Insurer (so long as no Insurer Default has occurred and is continuing) or Holders holding Class A Bonds evidencing more than 50% of the outstanding principal balance of the Class A Bonds (if a Rapid Amortization Event described in clause (g) above has occurred) shall have the right to direct the Indenture Trustee to sell, dispose of or otherwise liquidate the Collateral Trust Property with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. So long as no Event of Servicing Termination has occurred and is continuing, any such sale, disposal or liquidation will be "servicing retained" by the Servicer. With respect to the NotesBonds, the net proceeds of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount and any unpaid fees due and owing and to the Owner Trustee any unpaid fees due and owing, (ii) second, to the Holders of each class of Notes, pro rata based on Note Principal Balances, the Bonds insofar as may be necessary to reduce the Note Principal Balance principal balance of such classClass, together with all accrued and unpaid interest due thereon, to zero, (iiiii) thirdsecond, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (viii) fifththird, to the Residual Certificateholders, in the order and priority described in Section 5.03(b)(xi), any remaining amountsCertificateholder. In addition to the consequences of a Rapid Amortization Event discussed above, if the Seller or a Servicer Depositor voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Seller or a ServicerDepositor, on the day of any such filing or appointment with respect to (i) the Seller, no further Additional Balances will be transferred to the Issuer Trust and the Seller will promptly give notice to the Indenture Trustee and (ii) a Servicer, no further Additional Balances relating to Mortgage Loans serviced by such Servicer will be transferred to the Issuer and such Servicer Depositor will promptly give notice to the Indenture Trustee and the Insurer of any such filing or appointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes Bonds of the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the related Servicer shall no longer receive any principal funds upon the transfer of Additional Balances to the Issuer in respect of the Additional Balance Contributed Amount but will be reimbursed directly by the Holder of the Class L Certificate. The Holder of the Class L Certificate will be reimbursed for such payments pursuant to Section 5.01(b)(xi).

Rapid Amortization Events. Section 7.01 Rapid Amortization Events The following shall constitute Rapid Amortization Events with respect to the Notes: (a) default in the payment of any interest on any Controlling Class Note when the same becomes due and payable or the failure to pay any installment of principal of the Controlling Class Notes in accordance with Section 5.03(b), and such default continues for a period of five Business Days Days, or a failure to pay the entire principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date. (b) failure on the part of the Issuer, the Depositor, the Master Servicer, the Seller or a Servicer, as the case may be, (i) to make any payment or deposit required by the terms of the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement, as applicable, within two Business Days after notification that such payment or deposit is required to be made, or (ii) to observe or perform in any material respect the material covenants or agreements of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, set forth in the Mortgage Loan Sale Agreement, Transfer and Servicing this Agreement, the Indenture, the related Transfer Agreement, the related Servicing Agreement or the Insurance Agreement, as the case may be, which failure materially and which, in adversely affects the case of clause (ii), Noteholders or the Insurer and which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by the Insurer or Holders of Notes evidencing more than 50% of the Outstanding AmountAmount of the Controlling Class Notes; (c) the Issuer, the Master Servicer, the Depositor, the Seller or a Servicer or any of their Subsidiaries or Affiliates shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Depositor, the Seller or a Servicer or of or relating to all or substantially all of such Person’s 's property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the Depositor, the Seller or a Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Issuer, the Master Servicer, the Depositor, the Seller or a Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (d) any representation or warranty made by the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by either the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount; (e) the Issuer becomes subject to regulation by the Commission as an investment company within the meaning of the Investment Company Act of 1940, as amended; (fe) cumulative draws in respect of interest under the Policy exceed 1% of the aggregate Cut-off Date Initial Pool Balance or there is any draw in respect of principal; and (gf) an Event of Servicing Termination with respect to a Servicer pursuant to the related Servicing Agreement or an Event of Master Servicing Servicer Termination pursuant to this Agreement has occurred. In the case of any event described in clauses (a), (b), (e), (f) and (gf) above, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described in the Indenture or Transfer and Servicing this Agreement, any of the Indenture Trustee or Holders holding Notes evidencing more than 50% of the Outstanding AmountAmount of the Controlling Class Notes, in each case with the prior written consent of the Insurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing and no Insurer Default has occurred and is continuing) or the Insurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing and no Insurer Default has occurred and is continuing), by written notice to the Issuer, the Insurer, the SponsorSeller, and the Master Servicer (and to the Indenture Trustee, if given by the Noteholders or the Insurer) declare that a Rapid Amortization Event has occurred as of the date of such notice. If a Rapid Amortization Event occurs solely due to either: (1) a failure on the part of one of the Servicers with respect to (b) above or (2) the occurrence of the event described in (fc) above only with respect to one of the Servicersor (d) above, a Rapid Amortization Event will only apply to the Mortgage Loans serviced by such Servicerautomatically occur. Following the occurrence of a Rapid Amortization Event (except for an event with respect to [_________] only described in either (b) or (g) above)Event, if so directed by the Insurer, so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing and no Insurer Default has occurred and is continuing, the Indenture Trustee or its designated agent will and with the consent of the Insurer may, sell, dispose of or otherwise liquidate the Collateral with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. With respect to the Notes, the net proceeds of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount and any unpaid fees due and owing (without regard the caps included in the definition of Indenture Trustee Expense Amount) and to the Owner Trustee any unpaid fees due and owingowing to it, (ii) second, to the Holders of each class of the Class A Notes, pro rata based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of such classClass, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Holders of the Class M1 and Class M2 Notes sequentially in that order, pro rata within each Class based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of each such Class, together with all accrued and unpaid interest due thereon, to zero, (v) fifth, pro rata to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owingowing to them, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (vvi) fifthsixth, to the Residual Certificateholders, in the order and priority described in Section 5.03(b)(xi5.03(b)(xv), any remaining amounts. In addition to the consequences of a Rapid Amortization Event discussed above, if the Seller Seller, the Depositor or a Servicer or any other their respective affiliates voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Seller or a Servicersuch entity, on the day of any such filing or appointment with respect to (i) the Seller, or any of its Subsidiaries or Affiliates, no further Additional Balances will be transferred to the Issuer and the Seller will promptly give notice of any such filing or appointment to the Indenture Trustee and Trustee, (ii) a ServicerServicer or any of its Subsidiaries or Affiliates, no further Additional Balances relating to Mortgage Loans serviced by such Servicer will be transferred to the Issuer and such Servicer will promptly give notice to the Indenture Trustee and the Insurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing) of any such filing or appointmentappointment and (iii) the Depositor or any of its Subsidiaries or Affiliates, the Depositor will promptly give notice of any such filing or appointment to the Indenture Trustee. Within 15 days, the Indenture Trustee notify the Holders of the Notes of the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the related Servicer shall no longer only receive any principal funds upon the transfer of Additional Balances to the Issuer in respect Trust from the Reserve Fund, funded by the purchase of the such Additional Balance Contributed Amount but will be reimbursed directly Balances by the Holder of the Class L Certificate. The Holder of the Class L Certificate will be reimbursed for such payments pursuant to in accordance with Section 5.01(b)(xi2.01(b).

Rapid Amortization Events. Section 7.01 If any one of the following events shall occur during the Revolving Period (each, a “Rapid Amortization Events The following shall constitute Rapid Amortization Events with respect to the Notes:Event”): (a) default the Three-Month Average Default Percentage as of the last day of any Monthly Period shall exceed 20.0%; (b) the Three-Month Average Principal Payment Rate as of the last day of any Monthly Period shall be less than 10.0%; (c) the occurrence of a Servicer Default or an Event of Default; (d) either (x) a failure on the part of the Depositor duly to observe or perform any other covenants or agreements of the Depositor set forth in the payment Transfer Agreement or any other Transaction Document to which it is a party, or (y) a failure on the part of the Seller duly to observe or perform any other covenants or agreements of the Seller set forth in the Purchase Agreement or any other Transaction Document to which it is a party, which failure, in any such case, has a material adverse effect on the interests of the Noteholders (as reasonably determined by the Required Noteholders) and which continues unremedied for a period of thirty (30) days after the date on which the Depositor or Seller, as applicable, receives actual knowledge or written notice thereof; (e) either (x) any representation, warranty or certification made by the Depositor in the Transfer Agreement or any other Transaction Document to which it is a party or in any certificate delivered pursuant to the Transfer Agreement shall prove to have been inaccurate when made or deemed made or (y) any representation, warranty or certification made by the Seller in the Purchase Agreement or any other Transaction Document to which it is a party or in any certificate delivered pursuant to the Purchase Agreement shall prove to have been inaccurate when made or deemed made and, in any such case, such inaccuracy has a material adverse effect on the Noteholders (as reasonably determined by the Required Noteholders) and which continues unremedied for a period of thirty (30) days after the date on which the Depositor or Seller, as applicable, receives actual knowledge or written notice thereof; or 4166-0661-7649.19 (f) the Seller, the Depositor, the Servicer or any of their respective Subsidiaries, individually or in the aggregate, shall fail to pay any principal of or premium or interest on any of its Indebtedness that is outstanding in a principal amount of at least $10,000,000 in the aggregate when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such default continues for a period of five Business Days or a failure to pay the entire principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date. (b) failure on the part of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, (i) to make any payment or deposit required by the terms of the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement, as applicable, within two Business Days after notification that such payment or deposit is required to be made, or (ii) to observe or perform in any material respect the covenants or agreements of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, set forth in the Mortgage Loan Sale Agreement, Transfer and Servicing Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement, as the case may be, and which, in the case of clause (ii), continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by the Insurer or Holders of Notes evidencing more than 50% of the Outstanding Amount; (c) the Issuer, the Master Servicer, the Seller or a Servicer or any of their Subsidiaries or Affiliates shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Seller or a Servicer or of or relating to all or substantially all of such Person’s property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the Seller or a Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Issuer, the Master Servicer, the Seller or a Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (d) any representation or warranty made by the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by either the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount; (e) the Issuer becomes subject to regulation by the Commission as an investment company within the meaning of the Investment Company Act of 1940, as amended; (f) cumulative draws in respect of interest under the Policy exceed 1% of the aggregate Cut-off Date Pool Balance or there is any draw in respect of principal; and (g) an Event of Servicing Termination with respect to a Servicer pursuant to the related Servicing Agreement or an Event of Master Servicing Termination pursuant to this Agreement has occurred. In the case of any event described in clauses (a), (b), (e), (f) and (g) above, a Rapid Amortization Event will be deemed to have occurred only if, continue after the applicable grace period, if any, specified in the agreement, mortgage, indenture or instrument relating to such Indebtedness (whether or not such failure shall have been waived under the related agreement). then, in the case of any event described in clause (a) through (f) above, a Rapid Amortization Event shall occur without any notice or other action on the Indenture or Transfer and Servicing Agreement, any part of the Indenture Trustee or the affected Holders holding Notes evidencing more than 50% of the Outstanding Amount, in each case with the prior written consent of the Insurer (so long as no Insurer Default has occurred and is continuing) or the Insurer (so long as no Insurer Default has occurred and is continuing), by written notice to the Issuer, the Insurer, the Sponsor, and the Servicer (and to the Indenture Trustee, if given by the Noteholders or the Insurer) declare that a Rapid Amortization Event has occurred as of the date of such notice. If a Rapid Amortization Event occurs solely due to either: (1) a failure on the part of one of the Servicers with respect to (b) above or (2) the occurrence of the event described in (f) above only with respect to one of the Servicers, a Rapid Amortization Event will only apply to the Mortgage Loans serviced by such Servicer. Following the occurrence of a Rapid Amortization Event (except for an event with respect to [_________] only described in either (b) or (g) above), if so directed by the Insurer, so long as no Insurer Default has occurred and is continuing, the Indenture Trustee will sell, dispose of or otherwise liquidate the Collateral with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. With respect to the Notes, the net proceeds of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount and any unpaid fees due and owing and to the Owner Trustee any unpaid fees due and owing, (ii) second, to the Holders of each class of Notes, pro rata based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of such class, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (v) fifth, to the Residual Certificateholders, in the order and priority described in Section 5.03(b)(xi), any remaining amounts. In addition to the consequences of a Rapid Amortization Event discussed above, if the Seller or a Servicer voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Seller or a Servicer, on the day of any such filing or appointment with respect to (i) the Seller, no further Additional Balances will be transferred to the Issuer and the Seller will promptly give notice to the Indenture Trustee and (ii) a Servicer, no further Additional Balances relating to Mortgage Loans serviced by such Servicer will be transferred to the Issuer and such Servicer will promptly give notice to the Indenture Trustee and the Insurer of any such filing or appointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes of immediately upon the occurrence of such event. Upon the occurrence of a The Required Noteholders may waive any Rapid Amortization Event, the related Servicer shall no longer receive any principal funds upon the transfer of Additional Balances to the Issuer in respect of the Additional Balance Contributed Amount but will be reimbursed directly by the Holder of the Class L Certificate. The Holder of the Class L Certificate will be reimbursed for such payments pursuant to Section 5.01(b)(xi)Event and its consequences.

Rapid Amortization Events. Section 7.01 Rapid If any one of the following events shall occur during the Managed Amortization Events The following shall constitute Rapid Amortization Events with respect to the NotesPeriod: (a) default in the payment of any interest when the same becomes due and payable and such default continues for a period of five Business Days or a failure to pay the entire principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date. (b) failure on the part of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Servicer (i) to make any payment or deposit required by the terms of this Agreement on or before the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement, as applicable, within two date occurring three Business Days after notification that the date such payment or deposit is required to be made, made herein or (ii) duly to observe or perform in any material respect the covenants or agreements of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Servicer set forth in the Mortgage Loan Sale this Agreement, Transfer which failure, in each case, materially and Servicing Agreement, adversely affects the Indenture, interests of the related Servicing Agreement Certificateholders or the Insurance Agreement, as the case may be, Credit Enhancer and which, in the case of clause (ii), continues unremedied and continues to affect materially and adversely the interests of the Certificateholders for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the IssuerSeller by the Trustee, the Master Servicer, or to the Seller and the Trustee by the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51%; (b) any representation or warranty made by the Servicer in this Agreement or the Sellers in the Purchase Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Investor Certificateholders or the Credit Enhancer are materially and adversely affected, and shall continue to be incorrect in any material respect and continue to affect materially and adversely the interests of the Investor Certificateholders or the Credit Enhancer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Sellers or the Servicer, as the case may be, by the Indenture Trustee, or to the IssuerSellers, the Master ServicerServicer and the Trustee by either the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51%; provided, however, that a Rapid Amortization Event pursuant to this subparagraph (b) shall not be deemed to have occurred hereunder if a Seller has accepted retransfer of the Seller related Mortgage Loan or a Servicer, Mortgage Loans during such period (or such longer period (not to exceed an additional 60 days) as the case Trustee may be, and specify) in accordance with the Indenture Trustee by the Insurer or Holders of Notes evidencing more than 50% of the Outstanding Amountprovisions hereof; (c) the Issuer, the Master Servicer, the any Seller or a Servicer or any Bank One, N.A., as holder of their Subsidiaries or Affiliates the Transferor Interest, shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the any Seller or a Servicer Bank One, N.A., as holder of the Transferor Interest, or of or relating to all or substantially all of such Person’s 's property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the any Seller or a Servicer Bank One, N.A., 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 the Issuer, the Master Servicer, the any Seller or a Servicer Bank One, N.A., as holder of the Transferor Interest, shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (d) any representation or warranty made by the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement Trust shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by either the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount; (e) the Issuer becomes become subject to regulation by the Commission registration as an "investment company within the meaning of company" under the Investment Company Act of 1940, as amended;; or (fe) cumulative the aggregate of all draws in respect of interest under the Policy exceed exceeds 1% of the aggregate Cut-off Off Date Pool Balance or there is any draw Balance; then, in respect of principal; and (g) an Event of Servicing Termination with respect to a Servicer pursuant to the related Servicing Agreement or an Event of Master Servicing Termination pursuant to this Agreement has occurred. In the case of any event described in clauses subparagraph (a), ) or (b), (e), (f) and (g) above, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described set forth in such subparagraphs, either the Indenture Trustee, the Credit Enhancer or Transfer and Servicing Agreementthe Holders of Certificates evidencing Percentage Interests aggregating more than 51%, any by notice given in writing to the holder of the Indenture Trustee or Holders holding Notes evidencing more than 50% of the Outstanding Amount, in each case with the prior written consent of the Insurer (so long as no Insurer Default has occurred and is continuing) or the Insurer (so long as no Insurer Default has occurred and is continuing), by written notice to the IssuerTransferor Interest, the Insurer, the Sponsor, Depositor and the Servicer (and to the Indenture Trustee, Trustee if given by either the Noteholders Credit Enhancer or the InsurerCertificateholders) may declare that an early amortization event (a "Rapid Amortization Event Event") has occurred as of the date of such notice. If a Rapid Amortization Event occurs solely due to either: (1) a failure on , and in the part case of one of the Servicers with respect to (b) above or (2) the occurrence of the any event described in subparagraph (fc), (d) above only with respect to one of the Servicersor (e), a Rapid Amortization Event will only apply to shall occur without any notice or other action on the Mortgage Loans serviced by such Servicer. Following part of the occurrence of a Rapid Amortization Event (except for an event with respect to [_________] only described in either (b) or (g) above), if so directed by the Insurer, so long as no Insurer Default has occurred and is continuingTrustee, the Indenture Trustee will sell, dispose of Credit Enhancer or otherwise liquidate the Collateral with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. With respect to the Notes, the net proceeds of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount and any unpaid fees due and owing and to the Owner Trustee any unpaid fees due and owing, (ii) second, to the Holders of each class of Notes, pro rata based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of such class, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (v) fifth, to the Residual Certificateholders, in the order and priority described in Section 5.03(b)(xi), any remaining amounts. In addition to the consequences of a Rapid Amortization Event discussed above, if the Seller or a Servicer voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Seller or a Servicer, on the day of any such filing or appointment with respect to (i) the Seller, no further Additional Balances will be transferred to the Issuer and the Seller will promptly give notice to the Indenture Trustee and (ii) a Servicer, no further Additional Balances relating to Mortgage Loans serviced by such Servicer will be transferred to the Issuer and such Servicer will promptly give notice to the Indenture Trustee and the Insurer of any such filing or appointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes of immediately upon the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the related Servicer shall no longer receive any principal funds upon the transfer of Additional Balances to the Issuer in respect of the Additional Balance Contributed Amount but will be reimbursed directly by the Holder of the Class L Certificate. The Holder of the Class L Certificate will be reimbursed for such payments pursuant to Section 5.01(b)(xi).

Rapid Amortization Events. Section 7.01 Rapid Amortization Events The following shall constitute Rapid Amortization Events with respect to the Notes: (a) default in the payment of any interest when the same becomes due and payable and such default continues for a period of five Business Days or a failure to pay the entire principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date. (b) failure on the part of the Issuer, the Master Servicer, Sponsor or the Seller or a Servicer, as the case may be, (i) to make any payment or deposit required by the terms of the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Sale and Servicing Agreement or the Insurance Agreement, as applicable, within two Business Days after notification that such payment or deposit is required to be made, or (ii) to observe or perform in any material respect the covenants or agreements of the Issuer, the Master Servicer, Sponsor or the Seller or a Servicer, as the case may be, set forth in the Mortgage Loan Sale Agreement, Transfer and Servicing Agreement, the Indenture, the related Servicing Agreement or the Insurance AgreementAgreement or this Indenture, as the case may be, and which, in the case of clause (ii), continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, Sponsor or the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, Sponsor or the Seller or a Servicer, as the case may be, and the Indenture Trustee by the Insurer or Holders of Notes evidencing more than 50% of the Outstanding Amount; (c) the Issuer, the Master Servicer, the Seller or a Servicer or any of their Subsidiaries or Affiliates shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Seller or a Servicer or of or relating to all or substantially all of such Person’s property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the Seller or a Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Issuer, the Master Servicer, the Seller or a Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (db) any representation or warranty made by the Issuer, the Master Servicer, Sponsor or the Seller or a Servicer, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related and Servicing Agreement or the Insurance Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, Sponsor or the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, Sponsor or the Seller or a Servicer, as the case may be, and the Indenture Trustee by either the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount; PROVIDED, HOWEVER, that with respect to any such representation or warranty made with respect to the related Mortgage Loans, a Rapid Amortization Event pursuant to this subparagraph (b) shall not be deemed to have occurred hereunder if the Servicer or the Sponsor has accepted retransfer of such related Mortgage Loan or related Mortgage Loans during such period (or such longer period not to exceed an additional 60 days as the Indenture Trustee may specify with the consent of the Insurer) in accordance with the provisions hereof; (ec) 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 regulation by the Securities and Exchange Commission as an investment company within the meaning of the Investment Company Act of 1940, as amended; (fe) cumulative draws in respect of interest any draw is made under the Policy exceed 1% of the aggregate Cut-off Date Pool Balance or there is with respect to any draw in respect of principal; andClass; (gf) an Event of Servicing Termination with respect to a Servicer pursuant to the related Servicing Agreement or an Event of Master Servicing Termination pursuant to this Agreement has occurred; (g) a default in the payment of any Deferred Interest on the Class A Notes on the Final Maturity Date; and (h) default in the payment of any interest, principal or any installment of principal on the Notes when the same becomes due and payable, and such default continues for a period of five Business Days. In the case of any event described in clauses (a), ) through (b), (e), (f) and (gh) above, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described in the Indenture or Transfer Sale and Servicing Agreement, any of the Indenture Trustee or Holders holding Class A Notes evidencing more than 50% of the Outstanding Amountoutstanding principal balance of the Class A Notes, in each case with the prior written consent of the Insurer (so long as no Insurer Default has occurred and is continuingcontinuing or unless a Rapid Amortization Event described in clause (g) above has occurred) or the Insurer (so long as no Insurer Default has occurred and is continuing), by written notice to the IssuerTrust, the Insurer, the Sponsor, and the Servicer (and to the Indenture Trustee, if given by the Noteholders or the Insurer) declare that a Rapid Amortization Event has occurred as of the date of such notice. If a Rapid Amortization Event occurs solely due to either: (1) a failure on the part of one of the Servicers with respect to (b) above or (2) the occurrence of the event described in (f) above only with respect to one of the Servicers, a Rapid Amortization Event will only apply to the Mortgage Loans serviced by such Servicer. Following the occurrence of a Rapid Amortization Event (except for an event with respect to [_________] only described in either (b) or (g) above), if so directed by the Insurer, so long as no Insurer Default has occurred and is continuing, the Indenture Trustee will and the Insurer (so long as no Insurer Default has occurred and is continuing) or Holders holding Class A Notes evidencing more than 50% of the outstanding principal balance of the Class A Notes (if a Rapid Amortization Event described in clause (g) above has occurred) shall have the right to direct the Indenture Trustee to sell, dispose of or otherwise liquidate the Collateral Trust Property with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. So long as no Event of Servicing Termination has occurred and is continuing, any such sale, disposal or liquidation will be "servicing retained" by the Servicer. With respect to the Notes, the net proceeds of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount and any unpaid fees due and owing and to the Owner Trustee any unpaid fees due and owing, (ii) second, to the Holders of each class of Notes, pro rata based on Note Principal Balances, the Notes insofar as may be necessary to reduce the Note Principal Balance principal balance of such classClass, together with all accrued and unpaid interest due thereon, to zero, (iiiii) thirdsecond, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (viii) fifththird, to the Residual Certificateholders, in the order and priority described in Section 5.03(b)(xi), any remaining amountsCertificateholder. In addition to the consequences of a Rapid Amortization Event discussed above, if the Seller or a Servicer Sponsor voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Seller or a ServicerSponsor, on the day of any such filing or appointment with respect to (i) the Seller, no further Additional Balances will be transferred to the Issuer Trust and the Seller will promptly give notice to the Indenture Trustee and (ii) a Servicer, no further Additional Balances relating to Mortgage Loans serviced by such Servicer will be transferred to the Issuer and such Servicer Sponsor will promptly give notice to the Indenture Trustee and the Insurer of any such filing or appointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes of the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the related Servicer shall no longer receive any principal funds upon the transfer of Additional Balances to the Issuer in respect of the Additional Balance Contributed Amount but will be reimbursed directly by the Holder of the Class L Certificate. The Holder of the Class L Certificate will be reimbursed for such payments pursuant to Section 5.01(b)(xi).

Rapid Amortization Events. Section 7.01 Rapid Amortization Events The following shall constitute Rapid Amortization Events with respect to the Notes: (a) default in the payment of any interest when the same becomes due and payable and such default continues for a period of five Business Days or a failure to pay the entire principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date. (b) failure on the part of the IssuerSeller, the Master Servicer, Depositor or the Seller or a Servicer, as the case may be, (i) to make any payment or deposit required by the terms of the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Sale and Servicing Agreement or the Insurance Agreement, as applicable, within two five Business Days after notification that such payment or deposit is required to be made, or (ii) to observe or perform in any material respect the covenants or agreements of the IssuerSeller, the Master Servicer, Depositor or the Seller or a Servicer, as the case may be, set forth in the Mortgage Loan Sale Agreement, Transfer and Servicing Agreement, the Indenture, the related Servicing Agreement or the Insurance AgreementAgreement or this Indenture, as the case may be, and which, in the case of clause (ii), continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the IssuerSeller, the Master Servicer, Depositor or the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the IssuerSeller, the Master Servicer, Depositor or the Seller or a Servicer, as the case may be, and the Indenture Trustee by the Insurer or Holders of Notes evidencing more than 50% of the Outstanding AmountInsurer; (c) the Issuer, the Master Servicer, the Seller or a Servicer or any of their Subsidiaries or Affiliates shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Seller or a Servicer or of or relating to all or substantially all of such Person’s property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the Seller or a Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Issuer, the Master Servicer, the Seller or a Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (db) any representation or warranty made by the IssuerSeller, the Master Servicer, Depositor or the Seller or a Servicer, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related and Servicing Agreement or the Insurance Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master ServicerDepositor, the Seller or a the Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master ServicerDepositor, the Seller or a the Servicer, as the case may be, and the Indenture Trustee by either the Insurer Insurer; provided, however, that with respect to any such representation or warranty made with respect to any Mortgage Loan, a Rapid Amortization Event shall not be deemed to occur if the Seller has purchased such Home Equity Loan within 90 days (or within an additional 30 days with the consent of the Indenture Trustee and the Insurer). (c) the Seller or the Holders Depositor or any of Notes evidencing more than 50% 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 Outstanding AmountSeller or the Depositor or of or relating to all or substantially all of such Person's property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Seller or the Depositor and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Seller or the Depositor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (ed) the Issuer becomes subject to regulation by the Securities and Exchange Commission as an investment company within the meaning of the Investment Company Act of 1940, as amended; (fe) cumulative draws any draw is made under the Policy in respect of interest under the Policy exceed 1% principal of the aggregate Cut-off Date Pool Balance or there is any draw in respect of principal; andNotes; (gf) an Event of Servicing Termination with respect has occurred; (g) the Issuer is determined to be an association taxable as a Servicer pursuant to corporation that does not constitute a "qualified REIT subsidiary" under the related Servicing Agreement or Code for federal income tax purposes; or (h) an Event of Master Servicing Termination pursuant to this Agreement Default has occurred. In the case of any event described in clauses (a), ) through (b), (e), (f) and (gh) above, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described in the Indenture or Transfer Sale and Servicing Agreement, any of the Indenture Trustee or Holders holding Notes evidencing more than 50% of the Outstanding Amount, in each case with the prior written consent of the Insurer (so long as no Insurer Default has occurred and is 58 continuing) or the Insurer (so long as no Insurer Default has occurred and is continuing), by written notice to the Issuer, the Insurer, the SponsorDepositor, and the Servicer (and to the Indenture Trustee, if given by the Noteholders or the Insurer) declare that a Rapid Amortization Event has occurred as of the date of such notice. If a Rapid Amortization Event occurs solely due to either: (1) a failure on the part of one of the Servicers with respect to (b) above or (2) the occurrence of the event described in (f) above only with respect to one of the Servicers, a Rapid Amortization Event will only apply to the Mortgage Loans serviced by such Servicer. Following the occurrence of a Rapid Amortization Event (except for an event with respect to [_________] only described in either (b) or (g) above), if so directed by the Insurer, so long as no Insurer Default has occurred and is continuing, the Indenture Trustee will sell, dispose of or otherwise liquidate the Collateral with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. With respect to the Notes, the net proceeds of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount and any unpaid fees due and owing and to the Owner Trustee any unpaid fees due and owing, (ii) second, to the Holders of each class of Notes, pro rata based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of such class, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (v) fifth, to the Residual Certificateholders, in the order and priority described in Section 5.03(b)(xi), any remaining amounts. In addition to the consequences of a Rapid Amortization Event discussed above, if the Seller or a Servicer Depositor voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Seller or a ServicerDepositor, on the day of any such filing or appointment with respect to (i) the Seller, no further Additional Balances will be transferred to the Issuer Trust and the Seller will promptly give notice to the Indenture Trustee and (ii) a Servicer, no further Additional Balances relating to Mortgage Loans serviced by such Servicer will be transferred to the Issuer and such Servicer Depositor will promptly give notice to the Indenture Trustee and the Insurer of any such filing or appointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes of the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the related Servicer shall no longer receive any principal funds upon the transfer of Additional Balances to the Issuer in respect of the Additional Balance Contributed Amount but will be reimbursed directly by the Holder of the Class L Certificate. The Holder of the Class L Certificate will be reimbursed for such payments pursuant to Section 5.01(b)(xi).

Rapid Amortization Events. Section 7.01 Rapid Amortization Events The following shall constitute Rapid Amortization Events with respect to the Notes: (a) default in the payment of any interest when the same becomes due and payable and such default continues for a period of five Business Days or a failure to pay the entire principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date. (b) failure on the part of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, (i) to make any payment or deposit required by the terms of the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement, as applicable, within two Business Days after notification that such payment or deposit is required to be made, or (ii) to observe or perform in any material respect the covenants or agreements of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, set forth in the Mortgage Loan Sale Agreement, Transfer and Servicing Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement, as the case may be, and which, in the case of clause (ii), continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by the Insurer or Holders of Notes evidencing more than 50% of the Outstanding Amount; (c) the Issuer, the Master Servicer, the Seller or a Servicer or any of their Subsidiaries or Affiliates shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Seller or a Servicer or of or relating to all or substantially all of such Person’s property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the Seller or a Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Issuer, the Master Servicer, the Seller or a Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (d) any representation or warranty made by the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by either the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount; (e) the Issuer becomes subject to regulation by the Commission as an investment company within the meaning of the Investment Company Act of 1940, as amended; (f) cumulative draws in respect of interest under the Policy exceed 1% of the aggregate Cut-off Date Pool Balance or there is any draw in respect of principal; and (g) an Event of Servicing Termination with respect to a Servicer pursuant to the related Servicing Agreement or an Event of Master Servicing Termination pursuant to this Agreement has occurred. In the case of any event described in clauses (a), (b), (e), (f) and (g) above, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described in the Indenture or Transfer and Servicing Agreement, any of the Indenture Trustee or Holders holding Notes evidencing more than 50% of the Outstanding Amount, in each case with the prior written consent of the Insurer (so long as no Insurer Default has occurred and is continuing) or the Insurer (so long as no Insurer Default has occurred and is continuing), by written notice to the Issuer, the Insurer, the Sponsor, and the Servicer (and to the Indenture Trustee, if given by the Noteholders or the Insurer) declare that a Rapid Amortization Event has occurred as of the date of such notice. If a Rapid Amortization Event occurs solely due to either: (1) a failure on the part of one of the Servicers with respect to (b) above or (2) the occurrence of the event described in (f) above only with respect to one of the Servicers, a Rapid Amortization Event will only apply to the Mortgage Loans serviced by such Servicer. Following the occurrence of a Rapid Amortization Event (except for an event with respect to [_________] only described in either (b) or (g) above), if so directed by the Insurer, so long as no Insurer Default has occurred and is continuing, the Indenture Trustee will sell, dispose of or otherwise liquidate the Collateral with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. With respect to the Notes, the net proceeds of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount and any unpaid fees due and owing and to the Owner Trustee any unpaid fees due and owing, (ii) second, to the Holders of each class of Notes, pro rata based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of such class, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (v) fifth, to the Residual Certificateholders, in the order and priority described in Section 5.03(b)(xi), any remaining amounts. In addition to the consequences of a Rapid Amortization Event discussed above, if the Seller or a Servicer voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Seller or a Servicer, on the day of any such filing or appointment with respect to (i) the Seller, no further Additional Balances will be transferred to the Issuer and the Seller will promptly give notice to the Indenture Trustee and (ii) a Servicer, no further Additional Balances relating to Mortgage Loans serviced by such Servicer will be transferred to the Issuer and such Servicer will promptly give notice to the Indenture Trustee and the Insurer of any such filing or appointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes of the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the related Servicer shall no longer receive any principal funds upon the transfer of Additional Balances to the Issuer in respect of the Additional Balance Contributed Amount but will be reimbursed directly by the Holder of the Class L Certificate. The Holder of the Class L Certificate will be reimbursed for such payments pursuant to Section 5.01(b)(xi).

Rapid Amortization Events. Section 7.01 Rapid If any one of the following events shall occur during the Managed Amortization Events The following shall constitute Rapid Amortization Events with respect to the NotesPeriod: (a) default in the payment of any interest when the same becomes due and payable and such default continues for a period of five Business Days or a failure to pay the entire principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date. (b) failure on the part of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Servicer (i) to make any payment or deposit required by the terms of the Mortgage Loan Sale Agreement, this Agreement, on or before the Indenture, the related Servicing Agreement or the Insurance Agreement, as applicable, within two date occurring five (5) Business Days after notification that the date such payment or deposit is required to be mademade herein, or (ii) duly to observe or perform in any material respect the covenants set forth in Section 2.04 or (iii) duly to observe or perform in any material respect any other covenants or agreements of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Servicer set forth in the Mortgage Loan Sale this Agreement, Transfer which failure, in each case, materially and Servicing Agreement, adversely affects the Indenture, interests of the related Servicing Agreement Certificateholders or the Insurance Agreement, as the case may be, Certificate Insurer and which, in the case of clause (iiiii), continues unremedied and continues to affect materially and adversely the interests of the Certificateholders for a period of 60 sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Servicer by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Servicer and the Indenture Trustee by the Certificate Insurer or the Holders of Notes Investor Certificates evidencing more Percentage Interests aggregating not less than 50% 51%; (b) any representation or warranty made by the Servicer in this Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Outstanding AmountInvestor Certificateholders or the Certificate Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Investor Certificateholders or the Certificate Insurer for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by either the Certificate Insurer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51%; provided, however, that a Rapid Amortization Event pursuant to this subparagraph (b) shall not be deemed to have occurred hereunder if the Servicer has accepted retransfer of the related Mortgage Loan or Mortgage Loans during such period (or such longer period (not to exceed an additional 60 days) as the Trustee, with the consent of the Certificate Insurer, may specify) in accordance with the provisions hereof; (c) the Issuer, Transferor or the Master Servicer, the Seller or a Servicer or any of their Subsidiaries or Affiliates shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, Transferor or the Master Servicer, the Seller or a Servicer or of or relating to all or substantially all of such Person’s its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Issuer, Transferor or the Master Servicer, the Seller or a Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 30 thirty (30) days; or the Issuer, Transferor or the Master Servicer, the Seller or a Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (d) any representation or warranty made by the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement Trust shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by either the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount; (e) the Issuer becomes become subject to regulation by the Commission registration as an "investment company within the meaning of company" under the Investment Company Act of 1940, as amended; (e) any Event of Default shall occur; (f) cumulative draws in respect the aggregate of interest Insured Payments under the Certificate Insurance Policy exceed exceeds 1% of the aggregate Pool Balance as of the Cut-off Date Pool Balance or there is any draw in respect of principalDate; andor (g) an Event of Servicing Termination with respect the Transferor or the Servicer becomes subject to a Servicer pursuant to the related Servicing Agreement or an Event tax lien and not released within sixty (60) days of Master Servicing Termination pursuant to this Agreement has occurred. In its attachment; then, in the case of any event described in clauses subparagraph (a), (b), ) or (e), (f) and (g) above, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described set forth in such subparagraphs, either the Indenture or Transfer and Servicing AgreementCertificate Insurer, any of the Indenture Trustee or the Holders holding Notes of Investor Certificates evidencing Percentage Interests aggregating more than 50% of the Outstanding Amount51%, in each case with the prior written consent of the Insurer (so long as no Insurer Default has occurred and is continuing) or the Insurer (so long as no Insurer Default has occurred and is continuing)Certificate Insurer, by written notice given in writing to the Issuer, the Insurer, the Sponsor, Transferor and the Servicer (and to the Indenture Trustee, Trustee if given by either the Noteholders Certificate Insurer or the InsurerInvestor Certificateholders) may declare that an early amortization event (a "Rapid Amortization Event Event") has occurred as of the date of such notice. If a Rapid Amortization Event occurs solely due to either: (1) a failure on , and in the part case of one of the Servicers with respect to (b) above or (2) the occurrence of the any event described in subparagraphs (c), (d), (f) above only with respect to one of the Servicersor (g), a Rapid Amortization Event will only apply to shall occur without any notice or other action on the Mortgage Loans serviced by such Servicer. Following part of the occurrence of a Rapid Amortization Event (except for an event with respect to [_________] only described in either (b) or (g) above), if so directed by the Insurer, so long as no Insurer Default has occurred and is continuingTrustee, the Indenture Trustee will sell, dispose of Certificate Insurer or otherwise liquidate the Collateral with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. With respect to the Notes, the net proceeds of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount and any unpaid fees due and owing and to the Owner Trustee any unpaid fees due and owing, (ii) second, to the Holders of each class of Notes, pro rata based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of such class, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (v) fifth, to the Residual Investor Certificateholders, in the order and priority described in Section 5.03(b)(xi), any remaining amounts. In addition to the consequences of a Rapid Amortization Event discussed above, if the Seller or a Servicer voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Seller or a Servicer, on the day of any such filing or appointment with respect to (i) the Seller, no further Additional Balances will be transferred to the Issuer and the Seller will promptly give notice to the Indenture Trustee and (ii) a Servicer, no further Additional Balances relating to Mortgage Loans serviced by such Servicer will be transferred to the Issuer and such Servicer will promptly give notice to the Indenture Trustee and the Insurer of any such filing or appointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes of immediately upon the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the related Servicer shall no longer receive any principal funds upon the transfer of Additional Balances to the Issuer in respect of the Additional Balance Contributed Amount but will be reimbursed directly by the Holder of the Class L Certificate. The Holder of the Class L Certificate will be reimbursed for such payments pursuant to Section 5.01(b)(xi).

Rapid Amortization Events. Section 7.01 Rapid If any one of the following events shall occur during the Managed Amortization Events The following shall constitute Rapid Amortization Events with respect to the NotesPeriod: (a) default in the payment of any interest when the same becomes due and payable and such default continues for a period of five Business Days or a failure to pay the entire principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date. (b) failure on the part of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Servicer (i) to make any payment or deposit required by the terms of the Mortgage Loan Sale Agreement, this Agreement, on or before the Indenture, the related Servicing Agreement or the Insurance Agreement, as applicable, within two date occurring five (5) Business Days after notification that the date such payment or deposit is required to be mademade herein, or (ii) duly to observe or perform in any material respect the covenants set forth in Section 2.04 or (iii) duly to observe or perform in any material respect any other covenants or agreements of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Servicer set forth in the Mortgage Loan Sale this Agreement, Transfer which failure, in each case, materially and Servicing Agreement, adversely affects the Indenture, interests of the related Servicing Agreement Certificateholders or the Insurance Agreement, as the case may be, Certificate Insurer and which, in the case of clause (iiiii), continues unremedied and continues to affect materially and adversely the interests of the Certificateholders for a period of 60 sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Servicer by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Servicer and the Indenture Trustee by the Certificate Insurer or the Holders of Notes Investor Certificates evidencing more Percentage Interests aggregating not less than 50% 51%; (b) any representation or warranty made by the Servicer in this Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Outstanding AmountInvestor Certificateholders or the Certificate Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Investor Certificateholders or the Certificate Insurer for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by either the Certificate Insurer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51%; provided, however, that a Rapid Amortization Event pursuant to this subparagraph (b) shall not be deemed to have occurred hereunder if the Servicer have accepted retransfer of the related Mortgage Loan or Mortgage Loans during such period (or such longer period (not to exceed an additional 60 days) as the Trustee, with the consent of the Certificate Insurer, may specify) in accordance with the provisions hereof; (c) the Issuer, the Master Servicer, the Seller or a the Servicer or any of their Subsidiaries or Affiliates shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Seller or a the Servicer or of or relating to all or substantially all of such Person’s its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the Seller or a the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 30 thirty (30) days; or the Issuer, the Master Servicer, the Seller or a the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (d) any representation or warranty made by the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement Trust shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by either the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount; (e) the Issuer becomes become subject to regulation by the Commission registration as an "investment company within the meaning of company" under the Investment Company Act of 1940, as amended; (e) any Event of Default shall occur; (f) cumulative draws in respect the aggregate of interest Insured Payments under the Certificate Insurance Policy exceed exceeds 1% of the aggregate Pool Balance as of the Cut-off Date Pool Balance or there is any draw in respect of principalDate; andor (g) an Event of Servicing Termination with respect the Seller or the Servicer becomes subject to a Servicer pursuant to the related Servicing Agreement or an Event tax lien and not released within sixty (60) days of Master Servicing Termination pursuant to this Agreement has occurred. In its attachment; then, in the case of any event described in clauses subparagraph (a), (b), ) or (e), (f) and (g) above, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described set forth in such subparagraphs, either the Indenture or Transfer and Servicing AgreementCertificate Insurer, any of the Indenture Trustee or the Holders holding Notes of Investor Certificates evidencing Percentage Interests aggregating more than 50% of the Outstanding Amount51%, in each case with the prior written consent of the Insurer (so long as no Insurer Default has occurred and is continuing) or the Insurer (so long as no Insurer Default has occurred and is continuing)Certificate Insurer, by written notice given in writing to the Issuer, the Insurer, the Sponsor, Seller and the Servicer (and to the Indenture Trustee, Trustee if given by either the Noteholders Certificate Insurer or the InsurerInvestor Certificateholders) may declare that an early amortization event (a "Rapid Amortization Event Event") has occurred as of the date of such notice. If a Rapid Amortization Event occurs solely due to either: (1) a failure on , and in the part case of one of the Servicers with respect to (b) above or (2) the occurrence of the any event described in subparagraphs (c), (d), (f) above only with respect to one of the Servicersor (g), a Rapid Amortization Event will only apply to shall occur without any notice or other action on the Mortgage Loans serviced by such Servicer. Following part of the occurrence of a Rapid Amortization Event (except for an event with respect to [_________] only described in either (b) or (g) above), if so directed by the Insurer, so long as no Insurer Default has occurred and is continuingTrustee, the Indenture Trustee will sell, dispose of Certificate Insurer or otherwise liquidate the Collateral with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. With respect to the Notes, the net proceeds of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount and any unpaid fees due and owing and to the Owner Trustee any unpaid fees due and owing, (ii) second, to the Holders of each class of Notes, pro rata based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of such class, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (v) fifth, to the Residual Investor Certificateholders, in the order and priority described in Section 5.03(b)(xi), any remaining amounts. In addition to the consequences of a Rapid Amortization Event discussed above, if the Seller or a Servicer voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Seller or a Servicer, on the day of any such filing or appointment with respect to (i) the Seller, no further Additional Balances will be transferred to the Issuer and the Seller will promptly give notice to the Indenture Trustee and (ii) a Servicer, no further Additional Balances relating to Mortgage Loans serviced by such Servicer will be transferred to the Issuer and such Servicer will promptly give notice to the Indenture Trustee and the Insurer of any such filing or appointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes of immediately upon the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the related Servicer shall no longer receive any principal funds upon the transfer of Additional Balances to the Issuer in respect of the Additional Balance Contributed Amount but will be reimbursed directly by the Holder of the Class L Certificate. The Holder of the Class L Certificate will be reimbursed for such payments pursuant to Section 5.01(b)(xi).

Rapid Amortization Events. Section 7.01 Any of the following occurrences shall constitute a "Rapid Amortization Events The following shall constitute Rapid Amortization Events with respect to the Notes:------------------ Event": ----- (a) default in the payment of any interest when the same becomes due and payable and such default continues for a period of five Business Days or a failure to pay the entire principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date. (b) failure on the part of the Issuer, the Master Servicer, the Servicer or Seller or a Servicer, as the case may be, (i) to make any a payment or deposit required by under the terms of the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related and Servicing Agreement or the Insurance Agreement, as applicable, within two five Business Days after notification that the date such payment or deposit is required to be made, made or (ii) to observe or perform in any material respect the any other covenants or agreements of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, set forth in the Mortgage Loan Sale Agreement, Transfer and Servicing Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement, as the case may be, and which, in the case of clause (ii), which failure continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by the Insurer or Holders of Notes evidencing more than 50% of the Outstanding Amountnotice; (c) the Issuer, the Master Servicer, the Seller or a Servicer or any of their Subsidiaries or Affiliates shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Seller or a Servicer or of or relating to all or substantially all of such Person’s property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the Seller or a Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Issuer, the Master Servicer, the Seller or a Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (db) any representation or warranty made by the Issuer, Seller in the Master Servicer, the Seller or a Servicer, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related and Servicing Agreement or the Insurance Agreement shall prove proves to have been incorrect in any material respect when made, made and continues to be incorrect in any material respect for a period of 60 days after written notice and as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected affected; provided, -------- however, that a Rapid Amortization Event shall not be deemed to occur if such ------- representation or warranty relates to a Mortgage Loan and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests Seller has reacquired or made a substitution for such Mortgage Loan during such period (or within an additional 60 days with the prior written consent of the Noteholders Insurer) in accordance with the provisions of the Sale and Servicing Agreement; (c) the entry of a decree or order for relief by a court having jurisdiction in respect of the Insurer Seller in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Seller or of any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller and the continuance of any such decree or order unstayed and in effect for a period of 60 days after consecutive days; (d) the date on which written notice commencement by the Seller, of such failurea voluntary case under the federal bankruptcy laws, requiring as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or the same to be remedied, shall have been given consent by the Seller to the Issuerappointment of or taking possession by a receiver, the Master Servicerconservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Seller or a Servicer, as of any substantial part of its property or the case may be, making by the Indenture Trustee, Seller of an assignment for the benefit of creditors or to the Issuer, the Master Servicer, failure by the Seller or a Servicer, generally to pay its debts as the case may be, and the Indenture Trustee by either the Insurer such debts become due or the Holders taking of Notes evidencing more than 50% corporate or other organizational action by the Seller in furtherance of any of the Outstanding Amountforegoing; (e) the Issuer Trust becomes subject to regulation by the Securities and Exchange Commission as an investment company within the meaning of the Investment Company Act of 1940, as amended; (f) cumulative draws in respect the occurrence of interest under the Policy exceed 1% an Event of the aggregate Cut-off Date Pool Balance or there is any draw in respect of principal; andServicing Termination; (g) an Event a draw is made under the Policy; or (h) a default in the payment of Servicing Termination with respect to any interest on the Notes when the same becomes due and payable and the continuance of such default for a Servicer pursuant to period of five days or a default in the related Servicing Agreement or an Event payment in full of Master Servicing Termination pursuant to this Agreement has occurredthe Note Balance on the Note Maturity Date. In the case of any event described in clauses clause (a), (b), (e), (f) and through (g) above), a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described in herein or the Indenture or Transfer Sale and Servicing Agreement, any of Agreement either (i)(A) the Insurer or (B) the Indenture Trustee or Holders holding Notes Noteholders evidencing more than 50at least 51% of the Outstanding AmountNote Balance, in each case case, with the prior written consent of the Insurer (so long as no Insurer Default has occurred and is continuing) or the Insurer (so long as no Insurer Default has occurred and is continuing)Insurer, by written notice to the Issuer, the Insurer, the SponsorSeller, the Rating Agencies, and the Servicer (and to the Indenture Trustee, if given by the Noteholders or the Insurer; provided that, in the event such a declaration is made by the Insurer, the Insurer shall give notice thereof to the Indenture Trustee and the Indenture Trustee shall forward such notice to each of the above-mentioned parties (including the Noteholders)) declare that a Rapid Amortization Event has occurred as of the date of such notice. If , or (ii) in the case of any event described in clause (h), the Indenture Trustee or Noteholders evidencing at least 51% of the Note Balance by such written notice declare that a Rapid Amortization Event occurs solely due to either: (1) a failure on the part of one has occurred as of the Servicers with respect to (b) above or (2) the occurrence of the event described in (f) above only with respect to one of the Servicers, a Rapid Amortization Event will only apply to the Mortgage Loans serviced by such Servicer. Following the occurrence of a Rapid Amortization Event (except for an event with respect to [_________] only described in either (b) or (g) above), if so directed by the Insurer, so long as no Insurer Default has occurred and is continuing, the Indenture Trustee will sell, dispose of or otherwise liquidate the Collateral with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. With respect to the Notes, the net proceeds date of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount and any unpaid fees due and owing and to the Owner Trustee any unpaid fees due and owing, (ii) second, to the Holders of each class of Notes, pro rata based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of such class, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (v) fifth, to the Residual Certificateholders, in the order and priority described in Section 5.03(b)(xi), any remaining amounts. In addition to the consequences of a Rapid Amortization Event discussed above, if the Seller or a Servicer voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Seller or a Servicer, on the day of any such filing or appointment with respect to (i) the Seller, no further Additional Balances will be transferred to the Issuer and the Seller will promptly give notice to the Indenture Trustee and (ii) a Servicer, no further Additional Balances relating to Mortgage Loans serviced by such Servicer will be transferred to the Issuer and such Servicer will promptly give notice to the Indenture Trustee and the Insurer of any such filing or appointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes of the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the related Servicer shall no longer receive any principal funds upon the transfer of Additional Balances to the Issuer in respect of the Additional Balance Contributed Amount but will be reimbursed directly by the Holder of the Class L Certificate. The Holder of the Class L Certificate will be reimbursed for such payments pursuant to Section 5.01(b)(xi)notice.

Rapid Amortization Events. Section 7.01 Rapid If any one of the following events occurs during the Managed Amortization Events The following shall constitute Rapid Amortization Events with respect to the NotesPeriod: (a) default in the payment of any interest when the same becomes due and payable and such default continues for a period of five Business Days or a The failure to pay the entire principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date. (b) failure on the part of the Issuer, Sponsor or the Master Servicer, the Seller or a Servicer, as the case may be, (i) Servicer to make any payment or deposit required by the terms of the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related and Servicing Agreement or the Insurance Agreement, as applicable, within two three Business Days after notification that such the payment or deposit is was required to be made, ; (b) The failure of the Sponsor or (ii) the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants or agreements of the Issuer, Depositor in Section 2.01(h) or 2.05 of the Master Servicer, the Seller or a Servicer, as the case may be, set forth in the Mortgage Loan Sale Agreement, Transfer and Servicing Agreement, ; (c) The failure of the Indenture, Sponsor to observe or perform in any material respect any other covenants of the related Sponsor in the Sale and Servicing Agreement or that materially and adversely affects the Insurance Agreement, as interests of the case may be, Noteholders and which, that continues unremedied and continues to affect materially and adversely the interests of the Noteholders for 60 days (five days in the case of clause (ii), continues unremedied for a period any failure to transfer to the Trust Eligible Substitute Mortgage Loans or deposit into the Collection Account the Transfer Deposit Amount in accordance with Section 2.07(a) of 60 days the Sale and Servicing Agreement) after the date on which written notice of such the failure, requiring the same it to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Sponsor by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Sponsor and the Indenture Trustee by the Insurer or Holders of Notes evidencing more not less than 5051% of the aggregate Outstanding Amount; (c) the Issuer, the Master Servicer, the Seller or a Servicer or any Amount of their Subsidiaries or Affiliates shall voluntarily go into liquidation, consent to the appointment all Classes of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Seller or a Servicer or of or relating to all or substantially all of such Person’s property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the Seller or a Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Issuer, the Master Servicer, the Seller or a Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligationsNotes; (d) any Any representation or warranty made by the Issuer, Sponsor or the Master Servicer, Depositor in the Seller or a Servicer, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related and Servicing Agreement or the Insurance Agreement shall prove proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such the failure, requiring the same it to be remedied, shall have been given to the Issuer, Sponsor or the Master Servicer, the Seller or a ServicerDepositor, as the case may be, by the Indenture Trustee, or to the IssuerSponsor, the Master Servicer, the Seller or a Servicer, as the case may beDepositor, and the Indenture Trustee by either the Insurer or the Holders of Notes evidencing more not less than 50% of the Outstanding Amount; (e) the Issuer becomes subject to regulation by the Commission as an investment company within the meaning of the Investment Company Act of 1940, as amended; (f) cumulative draws in respect of interest under the Policy exceed 151% of the aggregate Cut-off Date Pool Balance or there is any draw in respect Outstanding Amount of principal; and all Classes (g) an Event of Servicing Termination with respect to a Servicer pursuant to the related Servicing Agreement or an Event of Master Servicing Termination pursuant to this Agreement has occurred. In the case of any event described in clauses (a), (b), (e), (f) and (g) above, a Rapid Amortization Event will be deemed pursuant to have occurred only if, after this subparagraph (d) shall not occur if the applicable grace period, if any, described in 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 or Transfer Trustee may specify) in accordance with the Sale and Servicing Agreement, any of the Indenture Trustee or Holders holding Notes evidencing more than 50% of the Outstanding Amount, in each case with the prior written consent of the Insurer (so long as no Insurer Default has occurred and is continuing) or the Insurer (so long as no Insurer Default has occurred and is continuing), by written notice to the Issuer, the Insurer, the Sponsor, and the Servicer (and to the Indenture Trustee, if given by the Noteholders or the Insurer) declare that a Rapid Amortization Event has occurred as of the date of such notice. If a Rapid Amortization Event occurs solely due to either: (1) a failure on the part of one of the Servicers with respect to (b) above or (2) the occurrence of the event described in (f) above only with respect to one of the Servicers, a Rapid Amortization Event will only apply to the Mortgage Loans serviced by such Servicer. Following the occurrence of a Rapid Amortization Event (except for an event with respect to [_________] only described in either (b) or (g) above), if so directed by the Insurer, so long as no Insurer Default has occurred and is continuing, the Indenture Trustee will sell, dispose of or otherwise liquidate the Collateral with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. With respect to the Notes, the net proceeds of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount and any unpaid fees due and owing and to the Owner Trustee any unpaid fees due and owing, (ii) second, to the Holders of each class of Notes, pro rata based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of such class, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (v) fifth, to the Residual Certificateholders, in the order and priority described in Section 5.03(b)(xi), any remaining amounts. In addition to the consequences of a Rapid Amortization Event discussed above, if the Seller or a Servicer voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Seller or a Servicer, on the day of any such filing or appointment with respect to (i) the Seller, no further Additional Balances will be transferred to the Issuer and the Seller will promptly give notice to the Indenture Trustee and (ii) a Servicer, no further Additional Balances relating to Mortgage Loans serviced by such Servicer will be transferred to the Issuer and such Servicer will promptly give notice to the Indenture Trustee and the Insurer of any such filing or appointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes of the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the related Servicer shall no longer receive any principal funds upon the transfer of Additional Balances to the Issuer in respect of the Additional Balance Contributed Amount but will be reimbursed directly by the Holder of the Class L Certificate. The Holder of the Class L Certificate will be reimbursed for such payments pursuant to Section 5.01(b)(xi).;

Rapid Amortization Events. Section 7.01 Rapid If any one of the following events shall occur during the Managed Amortization Events The following shall constitute Rapid Amortization Events with respect to the NotesPeriod: (a) default in the payment of any interest when the same becomes due and payable and such default continues for a period of five Business Days or a failure to pay the entire principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date. (b) failure on the part of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Transferor (i) to make any payment or deposit required by the terms of the Mortgage Loan Sale Agreement, this Agreement, on or before the Indenture, the related Servicing Agreement or the Insurance Agreement, as applicable, within two date occurring five Business Days after notification that the date such payment or deposit is required to be mademade herein, or (ii) to record assignments when required, or (iii) duly to observe or perform in any material respect the covenants of the Transferor set forth in Section 2.4(b) or (iv) duly to observe or perform in any material respect any other covenants or agreements of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Transferor set forth in the Mortgage Loan Sale this Agreement, Transfer which failure, in each case, materially and Servicing Agreement, adversely affects the Indenture, interests of the related Servicing Agreement Certificateholders or the Insurance Agreement, as the case may be, Certificate Insurer and which, in the case of clause (iiiv), continues unremedied and continues to affect materially and adversely the interests of the Certificateholders for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Transferor by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, Transferor and the Indenture Trustee by the Certificate Insurer or the Holders of Notes Investor Certificates evidencing more Percentage Interests aggregating not less than 50% 51%; (b) any representation or warranty made by the Transferor in this Agreement shall prove to have been incorrect in any material respect when made and as a result of which the interests of the Outstanding AmountInvestor Certificateholders or the Certificate Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Investor Certificateholders or the Certificate Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Trustee, or to the Transferor and the Trustee by either the Certificate Insurer or the Holders of Investor Certificates evidencing Percentage-Interests aggregating not less than 51%; provided, however, that a Rapid Amortization Event pursuant to this subparagraph (b) shall not be deemed to have occurred hereunder if the Transferor shall have accepted retransfer of the related Mortgage Loans or all Mortgage Loans if applicable during such period (or such longer period (not to exceed an additional 60 days) as the Trustee may specify) in accordance with the provisions hereof; (c) the Issuer, the Master Servicer, the Seller or a Servicer or any of their Subsidiaries or Affiliates Transferor shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Seller or a Servicer Transferor or of or relating to all or substantially all of such Person’s its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the Seller or a Servicer Transferor and such decree or order shall have remained in force undischarged or unstayed for a period of 30 60 days; or the Issuer, the Master Servicer, the Seller or a Servicer Transferor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligationsobligations (any such event, an "Insolvency Event"); (d) any representation or warranty made by the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement Trust shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by either the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount; (e) the Issuer becomes become subject to regulation by the Commission registration as an "investment company within the meaning of company" under the Investment Company Act of 1940, as amended; (fe) cumulative draws in respect of interest under the Policy exceed 1% of the aggregate Cut-off Date Pool Balance or there is any draw in respect of principal; and (g) an Event of Servicing Termination with respect to a Servicer pursuant to the related Servicing Agreement Default or an Trigger Event of Master Servicing Termination pursuant to this Agreement has occurred. In the case of any event described in clauses (a), (b), (e), (f) and (g) above, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described in the Indenture or Transfer and Servicing Agreement, any of the Indenture Trustee or Holders holding Notes evidencing more other than 50% of the Outstanding Amount, in each case with the prior written consent of the Insurer (so long as no Insurer Default has occurred and is continuing) or the Insurer (so long as no Insurer Default has occurred and is continuing), by written notice to the Issuer, the Insurer, the Sponsor, and the Servicer (and to the Indenture Trustee, if given by the Noteholders or the Insurer) declare that a Rapid Amortization Event has occurred as of the date of such notice. If a Rapid Amortization Event occurs solely due to either: (1) a failure on the part of one of the Servicers with respect to (b) above or (2) the occurrence of the event described in (f) above only with respect to one of the Servicers, a Rapid Amortization Event will only apply to the Mortgage Loans serviced by such Servicer. Following the occurrence of a Rapid Amortization Event (except for an event with respect to [_________] only described in either (b) or (g) above), if so directed by the Insurer, so long as no Insurer Default has occurred and is continuing, the Indenture Trustee will sell, dispose of or otherwise liquidate the Collateral with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. With respect to the Notes, the net proceeds of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount and any unpaid fees due and owing and to the Owner Trustee any unpaid fees due and owing, (ii) second, to the Holders of each class of Notes, pro rata based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of such class, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, clause (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (vdefinition thereof) fifth, to the Residual Certificateholders, in the order and priority described in Section 5.03(b)(xi), any remaining amounts. In addition to the consequences of a Rapid Amortization Event discussed above, if the Seller or a Servicer voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Seller or a Servicer, on the day of any such filing or appointment with respect to (i) the Seller, no further Additional Balances will be transferred to the Issuer and the Seller will promptly give notice to the Indenture Trustee and (ii) a Servicer, no further Additional Balances relating to Mortgage Loans serviced by such Servicer will be transferred to the Issuer and such Servicer will promptly give notice to the Indenture Trustee and the Insurer of any such filing or appointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes of the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the related Servicer shall no longer receive any principal funds upon the transfer of Additional Balances to the Issuer in respect of the Additional Balance Contributed Amount but will be reimbursed directly by the Holder of the Class L Certificate. The Holder of the Class L Certificate will be reimbursed for such payments pursuant to Section 5.01(b)(xi).occur; or

Rapid Amortization Events. Section 7.01 Rapid Amortization Events The following shall constitute Rapid Amortization Events with respect to the Notes: (a) default in the payment of any interest on the Notes when the same becomes due and payable or the failure to pay any installment of principal of the Notes in accordance Section 5.03(b) of this Agreement, and such default or failure continues for a period of five Business Days Days, or a failure to pay the entire principal Note Principal Amount of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date.; (b) failure on the part of the Issuer, the Master ServicerDepositor, the Seller Seller, the Master Servicer or a Servicer, as the case may be, (i) any Originator to make observe or perform in any payment material respect any other material covenants or deposit required by the terms of agreements set forth in the Mortgage Loan Sale Agreement, this Agreement, the Indenture, Indenture or the related Servicing Agreement or the Insurance Agreement, as applicable, within two Business Days after notification that such payment or deposit is required to be made, or (ii) to observe or perform in any material respect the covenants or agreements of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, set forth in the Mortgage Loan Sale Agreement, Transfer Purchase and Servicing Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement, as the case may be, which failure materially and which, in adversely affects the case of clause (ii), Noteholders or the Insurers and continues unremedied for a period of 60 30 days after the date on which written notice of such failure, failure requiring the same to be remedied, remedied shall have been given to the Issuer, the Master ServicerDepositor, the Seller Seller, the Master Servicer or a Servicer, any Originator as the case may be, by the Indenture Trustee, Trustee or to the Issuer, Insurers in accordance with the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by the Insurer or Holders of Notes evidencing more than 50% provisions of the Outstanding AmountIndenture; (c) the Issuer, the Master Servicer, the Depositor, or the Seller or a Servicer or any of their Subsidiaries or Affiliates shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Depositor, or the Seller or a Servicer or of or relating to all or substantially all of such Person’s property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the Depositor, or the Seller or a Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Issuer, the Master Servicer, the Depositor, or the Seller or a Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (d) any representation or warranty made by the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by either the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount; (e) the Issuer becomes subject to regulation by the Commission as an investment company within the meaning of the Investment Company Act of 1940, as amended; (e) any draw under either Policy remains unreimbursed for a period of 90 days; or (f) cumulative draws in respect of interest under the Policy exceed 1% of the aggregate Cut-off Date Pool Balance or there is any draw in respect of principal; and (g) an An Event of Servicing Termination with respect to a Servicer pursuant to the related Servicing Agreement or an Event of Master Servicing Termination pursuant to Default under this Agreement Agreement, has occurred. In the case of any event described in clauses (a), (b), (e), (f) and (gf) above, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described in the Indenture or Transfer and Servicing this Agreement, any of the Indenture Trustee or Holders holding Notes evidencing more than 50% of the Outstanding AmountAmount of the Notes, in each case with the prior written consent of the Insurer (so long as no Insurer Default has occurred and is continuing) Controlling Insurer, or the Insurer (so long as no Insurer Default has occurred and is continuing)Controlling Insurer, by written notice to the Issuer, the InsurerInsurers, the SponsorSeller, and the Master Servicer (and to the Indenture Trustee, if given by the Noteholders or the Controlling Insurer) declare that a Rapid Amortization Event has occurred as of the date of such notice. If a Rapid Amortization Event occurs solely due to either: (1) a failure on the part of one of the Servicers with respect to (b) above or (2) the occurrence of the event described in (fc) above only with respect to one of the Servicersor (d) above, a Rapid Amortization Event will only apply to automatically occur. If the Mortgage Loans serviced by such Servicer. Following the occurrence of a Rapid Amortization Event (except for an event with respect to [_________] only described in either (b) or (g) above), if so directed by the Insurer, so long as no Insurer Default has occurred and is continuingSeller, the Indenture Trustee will sell, dispose of Depositor or otherwise liquidate the Collateral with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. With respect to the Notes, the net proceeds of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount and Master Servicer or any unpaid fees due and owing and to the Owner Trustee any unpaid fees due and owing, (ii) second, to the Holders of each class of Notes, pro rata based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of such class, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (v) fifth, to the Residual Certificateholders, in the order and priority described in Section 5.03(b)(xi), any remaining amounts. In addition to the consequences of a Rapid Amortization Event discussed above, if the Seller or a Servicer their respective affiliates voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Seller or a Servicersuch entity, on the day of any such filing or appointment with respect to (i) the Seller, or any of its Subsidiaries or Affiliates, no further Additional Balances will be transferred to the Issuer and the Seller will promptly give notice of any such filing or appointment to the Indenture Trustee and Trustee, (ii) a Servicerthe Master Servicer or any of its Subsidiaries or Affiliates, no further Additional Balances relating to Mortgage Loans serviced by such the Master Servicer will be transferred to the Issuer and such the Master Servicer will promptly give notice to the Indenture Trustee and the Insurer Insurers (so long as the Notes are Outstanding or any Reimbursement Amounts remain due and owing to an Insurer) of any such filing or appointmentappointment and (iii) the Depositor or any of its Subsidiaries or Affiliates, the Depositor will promptly give notice of any such filing or appointment to the Indenture Trustee. Within 15 days, the Indenture Trustee notify the Holders of the Notes of the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the related Master Servicer shall no longer only receive any principal funds upon the transfer of Additional Balances to the Issuer in respect Trust from the Reserve Fund, funded by the purchase of the such Additional Balance Contributed Amount but will be reimbursed directly Balances by the Holder of the Class L Certificate. The Holder of the Class L [ ] Certificate will be reimbursed for such payments pursuant to in accordance with Section 5.01(b)(xi2.01(b).

Rapid Amortization Events. Section 7.01 Rapid If any one of the following events shall occur during the Managed Amortization Events The following shall constitute Rapid Amortization Events with respect to the NotesPeriod: (a) default in the payment of any interest when the same becomes due and payable and such default continues for a period of five Business Days or a failure to pay the entire principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date. (b) failure on the part of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, (i) to make any payment or deposit required by the terms of the Mortgage Loan Sale Agreement, this Agreement, on or before the Indenture, the related Servicing Agreement or the Insurance Agreement, as applicable, within two date occurring three Business Days after notification that the date such payment or deposit is required to be made, made herein or (ii) duly to observe or perform in any material respect the any other covenants or agreements of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, set forth in the Mortgage Loan Sale Purchase Agreement, Transfer which failure, in each case, materially and Servicing Agreement, adversely affects the Indenture, interests of the related Servicing Agreement Certificateholders or the Insurance Agreement, as the case may be, Credit Enhancer and which, in the case of clause (ii), continues unremedied and continues to affect materially and adversely the interests of the Certificateholders for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the IssuerSeller by the Trustee, or to the Master ServicerSeller and the Trustee by the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51%; (b) any representation or warranty made by the Seller in the Purchase Agreement or the Depositor in this Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Investor Certificateholders or the Credit Enhancer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Certificateholders or the Credit Enhancer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller or a Servicerthe Depositor, as the case may be, by the Indenture Trustee, or to the IssuerSeller, the Master ServicerDepositor and the Trustee by either the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51%; provided, however, that a Rapid Amortization Event pursuant to this subparagraph (b) shall not be deemed to have occurred hereunder if the Seller Transferor has accepted retransfer of the related Mortgage Loan or a Servicer, Mortgage Loans during such period (or such longer period (not to exceed an additional 60 days) as the case Trustee may be, and specify) in accordance with the Indenture Trustee by the Insurer or Holders of Notes evidencing more than 50% of the Outstanding Amountprovisions hereof; (c) the Issuer, Transferor or the Master Servicer, the Seller or a Servicer or any of their Subsidiaries or Affiliates 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 IssuerTransferor or the Depositor, the Master Servicer, the Seller or a Servicer or of or relating to all or substantially all of such Person’s 's property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Issuer, Transferor or the Master Servicer, the Seller or a Servicer Depositor and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Issuer, Transferor or the Master Servicer, the Seller or a Servicer 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 (d) any representation or warranty made by the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement Trust shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by either the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount; (e) the Issuer becomes become subject to regulation by the Commission registration as an "investment company within the meaning of company" under the Investment Company Act of 1940, as amended; (f) cumulative draws ; then, in respect of interest under the Policy exceed 1% of the aggregate Cut-off Date Pool Balance or there is any draw in respect of principal; and (g) an Event of Servicing Termination with respect to a Servicer pursuant to the related Servicing Agreement or an Event of Master Servicing Termination pursuant to this Agreement has occurred. In the case of any event described in clauses subparagraph (a), ) or (b), (e), (f) and (g) above, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described set forth in such subparagraphs, either the Indenture Trustee, the Credit Enhancer or Transfer and Servicing Agreement, any the Holders of the Indenture Trustee or Holders holding Notes Investor Certificates evidencing Percentage Interests aggregating more than 50% of the Outstanding Amount, in each case with the prior written consent of the Insurer (so long as no Insurer Default has occurred and is continuing) or the Insurer (so long as no Insurer Default has occurred and is continuing)51%, by written notice given in writing to the IssuerTransferor, the Insurer, the Sponsor, Depositor and the Master Servicer (and to the Indenture Trustee, Trustee if given by either the Noteholders Credit Enhancer or the InsurerInvestor Certificateholders) may declare that an early amortization event (a "Rapid Amortization Event Event") has occurred as of the date of such notice. If a Rapid Amortization Event occurs solely due to either: (1) a failure on , and in the part case of one of the Servicers with respect to (b) above or (2) the occurrence of the any event described in subparagraph (fc) above only with respect to one of the Servicersor (d), a Rapid Amortization Event will only apply to shall occur without any notice or other action on the Mortgage Loans serviced by such Servicer. Following part of the occurrence of a Rapid Amortization Event (except for an event with respect to [_________] only described in either (b) or (g) above), if so directed by the Insurer, so long as no Insurer Default has occurred and is continuingTrustee, the Indenture Trustee will sell, dispose of Credit Enhancer or otherwise liquidate the Collateral with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. With respect to the Notes, the net proceeds of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount and any unpaid fees due and owing and to the Owner Trustee any unpaid fees due and owing, (ii) second, to the Holders of each class of Notes, pro rata based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of such class, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (v) fifth, to the Residual Investor Certificateholders, in the order and priority described in Section 5.03(b)(xi), any remaining amounts. In addition to the consequences of a Rapid Amortization Event discussed above, if the Seller or a Servicer voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Seller or a Servicer, on the day of any such filing or appointment with respect to (i) the Seller, no further Additional Balances will be transferred to the Issuer and the Seller will promptly give notice to the Indenture Trustee and (ii) a Servicer, no further Additional Balances relating to Mortgage Loans serviced by such Servicer will be transferred to the Issuer and such Servicer will promptly give notice to the Indenture Trustee and the Insurer of any such filing or appointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes of immediately upon the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the related Servicer shall no longer receive any principal funds upon the transfer of Additional Balances to the Issuer in respect of the Additional Balance Contributed Amount but will be reimbursed directly by the Holder of the Class L Certificate. The Holder of the Class L Certificate will be reimbursed for such payments pursuant to Section 5.01(b)(xi).

Rapid Amortization Events. Section 7.01 Rapid Amortization Events The If any one of the following events shall constitute Rapid Amortization Events with respect to the Notesoccur: (a) default in the payment of any interest when the same becomes due and payable and such default continues for a period of five Business Days or a failure to pay the entire principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date. (b) failure on the part of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, (i) to make any payment or deposit required by the terms of the Mortgage Loan Sale Agreement, this Agreement, on or before the Indenture, the related Servicing Agreement or the Insurance Agreement, as applicable, within two date occurring five Business Days after notification that the date such payment or deposit is required to be mademade hereunder, or (ii) to deliver possession of files and record assignments when required or (iii) duly to observe or perform in any material respect the any other covenants or agreements of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, set forth in the Mortgage Loan Sale this Agreement, Transfer which failure, in each case, materially and Servicing Agreement, adversely affects the Indenture, interests of the related Servicing Agreement or the Insurance Agreement, as the case may be, Certificateholders and which, in the case of clause (iiiii), continues unremedied and continues to affect materially and adversely the interests of the Certificateholders or the Credit Enhancer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, Credit Enhancer or the Seller or a Servicer, as the case may be, by the Indenture TrusteeTrustee or the Credit Enhancer, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by the Insurer or Holders of Notes Class A Certificates evidencing more not less than 5051% of the Outstanding Amountaggregate Percentage Interests of the Class A Certificates; (b) any representation or warranty made by the Seller in this Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Class A Certificateholders or the Credit Enhancer are materially and adversely affected, and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Certificateholders or the Credit Enhancer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Trustee or the Credit Enhancer, or to the Seller and the Trustee and the Credit Enhancer by the Holders of Class A Certificates evidencing not less than 51% of the aggregate Percentage Interests of the Class A Certificates; provided, however, that a Rapid Amortization Event pursuant to this subparagraph (b) shall not be deemed to have occurred hereunder if the Seller has accepted retransfer of the related Mortgage Loan or Mortgage Loans during such period (or such longer period (not to exceed an additional 60 days) as the Trustee and the Credit Enhancer may specify) in accordance with the provisions hereof; (c) the Issuer, the Master Servicer, the Seller or a Servicer or any of their Subsidiaries or Affiliates shall voluntarily or inadvertently go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Seller or a Servicer or of or relating to all or substantially all of such Person’s its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the Seller or a Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Issuer, the Master Servicer, the Seller or a Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (d) any representation or warranty made by the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by either the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount; (e) the Issuer becomes subject to regulation by the Commission as an investment company within the meaning of the Investment Company Act of 1940, as amended; (f) cumulative draws in respect of interest under the Policy exceed 1% of the aggregate Cut-off Date Pool Balance or there is any draw in respect of principal; and (g) an Event of Servicing Termination with respect to a Servicer pursuant to the related Servicing Agreement or an Event of Master Servicing Termination pursuant to this Agreement has occurred. In the case of any event described in clauses (a), (b), (e), (f) and (g) above, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described in the Indenture or Transfer and Servicing Agreement, any of the Indenture Trustee or Holders holding Notes evidencing more than 50% of the Outstanding Amount, in each case with the prior written consent of the Insurer (so long as no Insurer Default has occurred and is continuing) or the Insurer (so long as no Insurer Default has occurred and is continuing), by written notice to the Issuer, the Insurer, the Sponsor, and the Servicer (and to the Indenture Trustee, if given by the Noteholders or the Insurer) declare that a Rapid Amortization Event has occurred as of the date of such notice. If a Rapid Amortization Event occurs solely due to either: (1) a failure on the part of one of the Servicers with respect to (b) above or (2) the occurrence of the event described in (f) above only with respect to one of the Servicers, a Rapid Amortization Event will only apply to the Mortgage Loans serviced by such Servicer. Following the occurrence of a Rapid Amortization Event (except for an event with respect to [_________] only described in either (b) or (g) above), if so directed by the Insurer, so long as no Insurer Default has occurred and is continuing, the Indenture Trustee will sell, dispose of or otherwise liquidate the Collateral with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. With respect to the Notes, the net proceeds of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount and any unpaid fees due and owing and to the Owner Trustee any unpaid fees due and owing, (ii) second, to the Holders of each class of Notes, pro rata based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of such class, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owing, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (v) fifth, to the Residual Certificateholders, in the order and priority described in Section 5.03(b)(xi), any remaining amounts. In addition to the consequences of a Rapid Amortization Event discussed above, if the Seller or a Servicer voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Seller or a Servicer, on the day of any such filing or appointment with respect to (i) the Seller, no further Additional Balances will be transferred to the Issuer and the Seller will promptly give notice to the Indenture Trustee and (ii) a Servicer, no further Additional Balances relating to Mortgage Loans serviced by such Servicer will be transferred to the Issuer and such Servicer will promptly give notice to the Indenture Trustee and the Insurer of any such filing or appointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes of the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the related Servicer shall no longer receive any principal funds upon the transfer of Additional Balances to the Issuer in respect of the Additional Balance Contributed Amount but will be reimbursed directly by the Holder of the Class L Certificate. The Holder of the Class L Certificate will be reimbursed for such payments pursuant to Section 5.01(b)(xi).,

Rapid Amortization Events. Section 7.01 Rapid Amortization Events (a) The following shall constitute Rapid Amortization Events with respect to the Notes: (a) default in the payment of any interest on any Controlling Class Note when the same becomes due and payable or the failure to pay any installment of principal of the Controlling Class Notes in accordance with Section 5.03(b), and such default continues for a period of five Business Days Days, or a failure to pay the entire principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date. (b) failure on the part of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, (i) to make any payment or deposit required by the terms of the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement, as applicable, within two Business Days after notification that such payment or deposit is required to be made, or (ii) to observe or perform in any material respect the material covenants or agreements of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, set forth in the Mortgage Loan Sale Agreement, Transfer and Servicing this Agreement, the Indenture, the related Transfer Agreement, the related Servicing Agreement or the Insurance Agreement, as the case may be, and which, in the case of clause (ii), which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by the Insurer or Holders of Notes evidencing more than 50% of the Outstanding AmountAmount of the Controlling Class Notes; (c) the Issuer, the Master Servicer, the Depositor, the Seller or a Servicer or any of their Subsidiaries or Affiliates shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Depositor, the Seller or a Servicer or of or relating to all or substantially all of such Person’s property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the Depositor, the Seller or a Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Issuer, the Master Servicer, the Depositor, the Seller or a Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (d) any representation or warranty made by the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, in this Indenture, the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Insurer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Insurer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by either the Insurer or the Holders of Notes evidencing more than 50% of the Outstanding Amount; (e) the Issuer becomes subject to regulation by the Commission as an investment company within the meaning of the Investment Company Act of 1940, as amended; (fe) cumulative draws in respect of interest under the Policy exceed 1% of the aggregate Cut-off Date Pool Balance or there is any draw in respect of principal; and (gf) an Event of Servicing Termination with respect to a Servicer pursuant to the related Servicing Agreement or an Event of Master Servicing Servicer Termination pursuant to this Agreement has occurred. In the case of any event described in clauses (a), (b), (e), (f) and (gf) above, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described in the Indenture or Transfer and Servicing this Agreement, any of the Indenture Trustee or Holders holding Notes evidencing more than 50% of the Outstanding AmountAmount of the Controlling Class Notes, in each case with the prior written consent of the Insurer (so long as the Class A Notes are Outstanding and no Insurer Default has occurred and is continuing) or the Insurer (so long as the Class A Notes are Outstanding and no Insurer Default has occurred and is continuing), by written notice to the Issuer, the Insurer, the SponsorSeller, and the Master Servicer (and to the Indenture Trustee, if given by the Noteholders or the Insurer) declare that a Rapid Amortization Event has occurred as of the date of such notice. If a Rapid Amortization Event occurs solely due to either: (1) a failure on the part of one of the Servicers with respect to (b) above or (2) the occurrence of the event described in (fc) above only with respect to one of the Servicersor (d) above, a Rapid Amortization Event will only apply to the Mortgage Loans serviced by such Servicerautomatically occur. Following the occurrence of a Rapid Amortization Event (except for an event with respect to [_________] only described in either (b) or (g) above)Event, if so directed by the Insurer, so long as the Class A Notes are Outstanding and no Insurer Default has occurred and is continuing, the Indenture Trustee or its designated agent will and with the consent of the Insurer may, sell, dispose of or otherwise liquidate the Collateral with respect to the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms. With respect to the Notes, the net proceeds of such sale will be paid (i) first, pro rata to the Indenture Trustee the Indenture Trustee Expense Amount and any unpaid fees due and owing (without regard the caps included in the definition of Indenture Trustee Expense Amount) and to the Owner Trustee any unpaid fees due and owingowing to it, (ii) second, to the Holders of each class of the Class A Notes, pro rata based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of such classClass, together with all accrued and unpaid interest due thereon, to zero, (iii) third, to reimburse the Insurer to the extent of unreimbursed draws under the Policy and other amounts owing to the Insurer, (iv) fourth, to the Holders of the Class M1 and Class M2 Notes sequentially in that order, pro rata within each Class based on Note Principal Balances, insofar as may be necessary to reduce the Note Principal Balance of each such Class, together with all accrued and unpaid interest due thereon, to zero, (v) fifth, pro rata to the Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and owingowing to them, including, with respect to the Indenture Trustee, all unreimbursed expenses incurred by the Indenture Trustee in connection with such Rapid Amortization Event and sale of the Collateral and (vvi) fifthsixth, to the Residual Certificateholders, in the order and priority described in Section 5.03(b)(xi5.03(b)(xv), any remaining amounts. In addition to the consequences of a Rapid Amortization Event discussed above, if the Seller or a Servicer voluntarily files a bankruptcy petition or goes into liquidation or any person is appointed a receiver or bankruptcy trustee of the Seller or a Servicer, on the day of any such filing or appointment with respect to (i) the Seller, no further Additional Balances will be transferred to the Issuer and the Seller will promptly give notice to the Indenture Trustee and (ii) a Servicer, no further Additional Balances relating to Mortgage Loans serviced by such Servicer will be transferred to the Issuer and such Servicer will promptly give notice to the Indenture Trustee and the Insurer (so long as the Class A Notes are Outstanding) of any such filing or appointment. Within 15 days, the Indenture Trustee notify the Holders of the Notes of the occurrence of such event. Upon the occurrence of a Rapid Amortization Event, the related Servicer shall no longer only receive any principal funds upon the transfer of Additional Balances to the Issuer in respect Trust from the Reserve Fund, funded by the purchase of the such Additional Balance Contributed Amount but will be reimbursed directly Balances by the Holder of the Class L Certificate. The Holder of the Class L Certificate will be reimbursed for such payments pursuant to in accordance with Section 5.01(b)(xi2.01(b).