Common use of Termination of Purchase Obligations Clause in Contracts

Termination of Purchase Obligations. Upon the occurrence and continuance of any of the following conditions, the Purchaser shall have the right subject to the consent of the holders of a majority in principal amount of the Certificates and the Required Banks or Required Noteholders to notify the Seller and the Additional Seller that the commitment of the Purchaser to purchase Eligible Loans from the Seller or the Additional Seller, as applicable, shall terminate (each, a "TERMINATION EVENT"): (a) any representation, warranty, statement, or certification made by PHH Corporation in its capacity as Guarantor of the Servicer shall prove to have been false or misleading 70 in any material respect as of the time when made, and which continues to be incorrect in any material respect for a period of forty-five (45) days after written notice; (b) the failure on the part of the Seller or the Servicer (on behalf of the Additional Seller), as applicable, to observe or perform in any material respect any of the terms, covenants or agreements of the Seller or the Servicer (on behalf of the Additional Seller), as applicable, contained in the Program Documents which failure continues unremedied for a period of forty-five (45) days after written notice; (c) the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, including bankruptcy, 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 PHH Corporation and such decree or order shall have remained in force undischarged or unstayed for a period of forty-five (45) days; (d) the Seller or PHH Corporation shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Seller or PHH Corporation or of or relating to all or substantially all of its property; (e) the Seller or PHH Corporation 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, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors, voluntarily suspend payment of its obligations or cease its normal business operations for six (6) Business Days; (f) noncompliance with the Portfolio Aging Limitations; (g) the occurrence of an Interest Rate Swap Termination Event under the Interest Rate Swaps has occurred or is continuing after giving effect to any applicable grace period; (h) a Liquidity Agreement Event of Default has occurred and is continuing after giving effect to any applicable grace period; (i) an Indenture Event of Default has occurred and is continuing after giving effect to any applicable grace period; (j) the Servicer or PHH Corporation enters into a consent agreement or otherwise agrees in writing with any Federal or state regulatory agency or authority to restrict its activities, if a default under such agreement by the Servicer or PHH Corporation entitles such applicable Federal or state agency to place the Servicer in receivership or conservatorship; (k) failure of the Servicer to cause to be delivered to the Collateral Agent for deposit into the Collateral Account on the date of sale or Securitization of any Mortgage Loans the proceeds of any such sale or Securitization; (l) failure of the Servicer to cause to be delivered to the Collateral Agent for deposit into the Collection Account not later than two (2) Business Days after receipt by the Servicer of any amounts required to be deposited by the Servicer in the Collection Account; (m) any Servicer Event of Default has occurred and is continuing after giving effect to any applicable grace period; (n) funds on deposit in the Reserve Fund shall be less than 0.60% of the Program Size for 120 days or more; (o) at any time either (i) the rolling three month average of the Outstanding Purchase Price of all Delinquent Loans shall equal more than five percent (5%) of the rolling three month average of the Outstanding Purchase Price of all Mortgage Loans owned by the Trust at such time or (ii) the Outstanding Purchase Price of all Delinquent Loans shall equal more than seven percent (7%) of the Outstanding Purchase Price of all Mortgage Loans owned by the Trust at such time; (p) the failure of the Trust to maintain an agreement (in substantially the form of EXHIBIT B attached hereto) with a Rated Bidder to the effect that such Rated Bidder agrees to submit a binding bid for all non-Delinquent and non-Defaulted Eligible Loans in a Termination Event Auction which failure continues for a period of thirty (30) or more days; (q) the Remarketing Agent has failed to remarket any Series of Certificates for a period of five (5) successive years; or (r) one or more Swap Counterparties fail to agree to any annual extension of any Interest Rate Swap, resulting in the expiration of one or more Interest Rate Swaps prior to the maturity of all the Trust's outstanding obligations, and a replacement Swap Counterparty or Swap Counterparties shall not have been obtained in a notional amount at least equal to the lesser of (x) the notional amount of the Interest Rate Swap or Interest Rate Swaps represented by the non-extending Swap Counterparty or Swap Counterparties, or (y) if the Program Size has been reduced, an amount equal to (i) the then-current Program Size, LESS (ii) the notional amount of all effective (as of such scheduled termination date) Interest Rate Swaps, at least one year prior to the scheduled termination date. 72 In the event that a Termination Event occurs and is continuing, the Purchaser will no longer be permitted to purchase additional Eligible Loans and principal payments on Eligible Loans, principal proceeds of sales and Securitizations of Eligible Loans and amounts received by the Swap Counterparties will be used to pay the Obligations of the Purchaser, subject to the priorities set forth in SECTION 2.01 of the Security Agreement. Notwithstanding anything in this Agreement to the contrary, in the event a Termination Event described in PARAGRAPH (n), (o) or (p) occurs and is continuing, the Collateral Agent shall use its best efforts to sell or Securitize all non-Delinquent and non-Defaulted Eligible Loans within sixty (60) days of the date on which the Termination Event occurs. In the event that all non-Delinquent and non-Defaulted Eligible Loans have not been so sold or Securitized, on such sixtieth (60th) day the Collateral Agent shall hold an auction (a "TERMINATION EVENT AUCTION") of the remaining non-Delinquent and non-Defaulted Eligible Loans Eligible Loans for settlement not later than the eighty-fifth (85th) day following the date on which such Termination Event occurred. At least one of the bidders in such auction shall have a rating of "P-1" from Moody's (a "RATED BIDDER").

Termination of Purchase Obligations. Upon the occurrence and continuance of any Each of the following conditions, the Purchaser shall have the right subject to the consent of the holders of constitute a majority in principal amount of the Certificates and the Required Banks or Required Noteholders to notify the Seller and the Additional Seller that the commitment of the Purchaser to purchase Eligible Loans from the Seller or the Additional Seller, as applicable, shall terminate termination event under this Purchase Agreement (each, a "TERMINATION EVENT"“Termination Event”): (a) any Any representation, warranty, statement, or certification made by PHH Corporation the Seller (excluding any representations or warranties made pursuant to Section 3.2 hereof) in its capacity as Guarantor of the Servicer any Program Document shall prove to have been false or misleading 70 incorrect in any material respect as of the time when made, and which continues to be incorrect in any material respect for a period of forty-five sixty (4560) days after the date on which the Seller has actual knowledge or written noticenotice of such incorrect representation, warranty, statement or certification; (b) the The failure on the part of the Seller (i) subject to the Repurchase Trigger, to perform its obligations under Section 3.5(c) to repurchase any Mortgage Loan with a defective Mortgage Loan File, which failure continues unremedied for a period of one (1) Business Day after the date on which the Seller’s repurchase obligation arises, or the Servicer (on behalf of the Additional Seller), as applicable, ii) to observe or perform in any material respect any of the material terms, covenants or agreements of the Seller or the Servicer (on behalf of the Additional Seller), as applicable, contained in the Program Documents (other than terms, covenants or agreements specifically referred to elsewhere in this Section 11.2) which failure continues unremedied for a period of forty-five thirty (4530) days after the date on which the Seller has actual knowledge or written noticenotice of such incorrect representation, warranty, statement or certification; (c) the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, including bankruptcy, 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 PHH Corporation and such decree or order shall have remained in force undischarged or unstayed for a period of forty-five (45) days; (d) the Seller or PHH Corporation shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Seller or PHH Corporation or of or relating to all or substantially all of its property; (e) the Seller or PHH Corporation 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, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors, voluntarily suspend payment of its obligations or cease its normal business operations for six (6) Business Days; (f) noncompliance with the Portfolio Aging Limitations; (g) the occurrence of an Interest Rate Swap Termination Event under the Interest Rate Swaps has occurred or is continuing after giving effect to any applicable grace period; (h) a Liquidity Agreement Event of Default has occurred and is continuing after giving effect to any applicable grace period; (i) an Indenture Event of Default has occurred and is continuing after giving effect to any applicable grace period; (j) the Servicer or PHH Corporation enters into a consent agreement or otherwise agrees in writing with any Federal or state regulatory agency or authority to restrict its activities, if a default under such agreement by the Servicer or PHH Corporation entitles such applicable Federal or state agency to place the Servicer in receivership or conservatorship; (k) failure of the Servicer to cause to be delivered to the Collateral Agent for deposit into the Collateral Account on the date of sale or Securitization of any Mortgage Loans the proceeds of any such sale or Securitization; (l) failure of the Servicer to cause to be delivered to the Collateral Agent for deposit into the Collection Account not later than two (2) Business Days after receipt by the Servicer of any amounts required to be deposited by the Servicer in the Collection Account; (m) any Any Servicer Event of Default has occurred and is continuing (after giving effect to any applicable grace period); (nd) An Event of Bankruptcy occurs with respect to the Performance Guarantor, the Purchaser or the Seller; (i) The Company or the Performance Guarantor shall fail to pay (after demand, if required, and expiration of any applicable grace period) any of its debt obligations in an aggregate amount in excess of $20,000,000 resulting in acceleration of such debt, or (ii) subject to the Swap Trigger, the Performance Guarantor shall fail to pay or post any of its payment obligations (including, for the avoidance of doubt, any collateral posting obligations pursuant to any collateral support annex or other credit support document) under any interest rate swap (including any credit support annex or credit support document annexed or attached thereto) or similar hedging transaction with a maximum notional amount equal to or greater than $500,000,000, whether such obligations arise as principal, or as surety or guarantor, or (iii) any of the Financial Covenants shall have been breached; (f) [reserved]; (g) Non-compliance with the Portfolio Criteria shall continue for a period of thirty (30) days, or non-compliance with the Wet Funded Loan Limitation shall continue for a period of fifteen (15) days; (h) Non-compliance with the Portfolio Aging Limitations, and such non-compliance shall continue for a period of thirty (30) days; (i) The Interest Rate Swaps shall cease, for any reason, to be in full force and effect in accordance with their terms; (i) A Security Agreement Event of Default shall have been declared by the Required Senior Noteholders (or, if the Senior Notes have been paid in full, the Required Subordinated Noteholders) and shall be continuing, or an automatic Security Agreement Event of Default shall have occurred and be continuing or (ii) an Indenture Event of Default shall have been declared by the Required Subordinated Noteholders and shall be continuing, or an automatic Indenture Event of Default shall have occurred and be continuing; (k) At any time the funds on deposit in the Reserve Fund shall be less than 0.60% of the Program Size Required Reserve Fund Amount for 120 thirty (30) consecutive days or more; (ol) at At any time either (iA) the rolling three month average ratio of the Outstanding Purchase Price of all Delinquent Loans shall equal more than five percent (5%) of the rolling three month average of the aggregate Outstanding Purchase Price of all Mortgage Loans (excluding Junior Loans) that are Delinquent Loans owned by the Trust at such time or Purchaser (iiincluding REO Property and foreclosed property) to the Outstanding Purchase Price of all Delinquent Loans shall equal more than seven percent (7%) of the aggregate Outstanding Purchase Price of all Mortgage Loans (excluding Junior Loans) owned by the Trust at such timePurchaser shall be more than two and one quarter percent (2.25%) for thirty (30) consecutive days or more, or (B) the ratio of the aggregate Outstanding Purchase Price of all Mortgage Loans (excluding Junior Loans) that are Three Payment Delinquent Loans owned by the Purchaser (including REO Property and foreclosed property) to the aggregate Outstanding Purchase Price of all Mortgage Loans (excluding Junior Loans) owned by the Purchaser shall be more than one percent (1.0%) for thirty (30) consecutive days or more; (pm) the The failure of the Trust Purchaser to maintain an agreement (in substantially the form of EXHIBIT B attached heretohereto as Exhibit B) with a Rated Bidder to the effect that such Rated Bidder agrees to submit a binding bid for all non-Delinquent Loans and non-Defaulted Eligible Loans in a Termination Event Auction which Auction, and, where such failure occurs as a result of a withdrawal or reduction of the rating assigned to the Rated Bidder below “P-1” by Xxxxx’x, such failure continues for a period of thirty (30) days or more daysmore; (qn) the Remarketing Agent has failed to remarket any Series of Certificates for a period of five One (51) successive years; or (r) one or more Swap Counterparties fail to agree to any annual extension of any their respective Interest Rate Swap, resulting in the expiration of one or more Interest Rate Swaps prior to the maturity of all the Trust's outstanding obligations, and a replacement Swap Counterparty or Swap Counterparties shall not have been obtained at least one (1) year prior to the scheduled termination date in a maximum notional amount at least equal to the lesser of (x) the maximum notional amount of the Interest Rate Swap or Interest Rate Swaps represented by the non-extending Swap Counterparty or Swap Counterparties, Counterparties or (y) if the Program Size has been reducedmodified, an amount equal to (i) the then-current Program Size, LESS Size less (ii) the maximum notional amount of all effective (as of such scheduled termination date) Interest Rate Swaps; (o) An Interest Rate Swap Termination Event or an Interest Rate Swap Event of Default has occurred and is continuing after giving effect to any applicable grace period unless the maximum notional amount of the Interest Rate Swaps that are not subject to an Interest Rate Swap Termination Event or an Interest Rate Swap Event of Default are equal to or greater than the then-current Program Size; (p) On any day following the third (3rd) Payment Date under the Program Documents, the average of the Excess Spread Rate for the Remittance Periods relating to each of the three (3) most recent Payment Dates is less than two and three-quarters percent (2.75)%; (q) Failure to pay the outstanding principal amount of any Series of Subordinated Notes on the Final Scheduled Payment Date for such Subordinated Notes; and (r) Failure of the Servicer to make any Monthly Interest Advance required by it under this Purchase Agreement on or before the date such advance is required to be made; provided, however, that at least one year prior any time during the continuance of an event described in clauses (a) through (c), the Purchaser may, and shall at the written request of the Required Subordinated Noteholders, with the consent of the Required Senior Noteholders (or, if the Senior Notes have been paid in full, such consent will not be required) and each Swap Counterparty, notify the Seller that the commitment of the Purchaser to purchase Mortgage Loans from the scheduled termination dateSeller shall terminate. 72 In Upon the event that occurrence of a Termination Event occurs described in clauses (d), and is continuing(g) through (r), the Purchaser shall notify the Seller that the commitment of the Purchaser to purchase Mortgage Loans from the Seller shall terminate. Upon the occurrence of a Termination Event described in clause (e), the Purchaser shall, at the written request of any Swap Counterparty, notify the Seller that the commitment of the Purchaser to purchase Mortgage Loans from the Seller shall terminate. Upon the declaration of a Termination Event by the Purchaser or the occurrence of an automatic Termination Event, the Purchaser will no longer be permitted to purchase additional Eligible Mortgage Loans and principal payments collections on Eligible Mortgage Loans, principal proceeds of sales and Securitizations of Eligible Mortgage Loans (in each case, excluding any Excluded Amounts with respect to any HELOCs) and amounts received by the from each Swap Counterparties Counterparty will be retained under the Security Agreement and used to pay the Obligations outstanding obligations of the Purchaser, subject Purchaser pursuant to the priorities set forth in SECTION 2.01 of the Security Agreementterms thereof. Notwithstanding anything in this Agreement to the contrary, in the event If a Termination Event described in PARAGRAPH (nd), (o) h), or (pk) through (r) above occurs, or a Termination Event described in (e)(ii) occurs and is continuingany Swap Counterparty reasonably believes, in its sole discretion, that there will be a material impairment in the value of the Mortgage Loans and gives written notice to the Purchaser and the Servicer to such effect, or a Security Agreement Event of Default described in clauses (f), (m), or (o) through (s) of Section 7.01 of the Security Agreement occurs, or an Indenture Event of Default described in clauses (f), (m), or (o) through (s) of Section 9.1 of the Indenture occurs, the Collateral Agent Servicer shall use its best efforts to sell or Securitize all non-Delinquent Loans and non-Defaulted Eligible Loans within sixty (60) days of the date on which the such Termination Event, Security Agreement Event occursof Default or Indenture Event of Default occurred. In the event that all non-Delinquent Loans and non-Defaulted Eligible Loans have not been so sold or Securitized, on by such sixtieth (60th) day day, the Collateral Agent shall hold an auction (a "TERMINATION EVENT AUCTION"“Termination Event Auction”) of the remaining non-Delinquent Loans and non-Defaulted Eligible Loans Eligible Loans for settlement not later than the eightyseventy-fifth (85th75th) day following the date on which such Termination Event, Security Agreement Event of Default, or Indenture Event of Default occurred. At least one The Collateral Agent shall notify potential bidders of the bidders Termination Event Auction, including one bidder obligated to make a bid on non-Delinquent Loans and non-Defaulted Loans in any such auction auction; provided, however, that such bidder shall have a “P-1” rating from Xxxxx’x (the “Rated Bidder”). During the Termination Event Auction, the Collateral Agent shall promptly notify each Swap Counterparty of "P-1" the highest bid price obtained in the Termination Event Auction for each such Mortgage Loan and each Swap Counterparty shall have up to two (2) Business Days from Moody's the time of notification (but in no event beyond the seventy-fifth 75th day referred to above) to elect to purchase such non-Delinquent Loans and non-Defaulted Loans at a "RATED BIDDER"price equal to 101% of such highest bid price (the “Purchase Price”). If any Swap Counterparty elects to purchase such non-Delinquent Loans and non-Defaulted Loans within such two (2) Business Day time period, such Swap Counterparty shall pay the Purchase Price for such non-Delinquent Loans and non-Defaulted Loans within two (2) Business Days of the date of such election (but in no event beyond the seventy-fifth 75th day referred to above). If (x) no Swap Counterparty affirmatively elects to purchase such non-Delinquent Loans and non-Defaulted Loans within such two (2) Business Day time period, or (y) any Swap Counterparty is permitted under the preceding sentence to purchase such non-Delinquent Loan or non-Defaulted Loan but fails to pay the Purchase Price for such non-Delinquent Loan or non-Defaulted Loan within two (2) Business Days of the date of such election (but in no event beyond the seventy-fifth 75th day referred to above), the Collateral Agent shall have the right to sell such non-Delinquent Loans and non-Defaulted Loans to the highest bidder.

Termination of Purchase Obligations. Upon the occurrence and continuance of any Each of the following conditions, the Purchaser shall have the right subject to the consent of the holders of constitute a majority in principal amount of the Certificates termination event under this Mortgage Loan Purchase and the Required Banks or Required Noteholders to notify the Seller and the Additional Seller that the commitment of the Purchaser to purchase Eligible Loans from the Seller or the Additional Seller, as applicable, shall terminate Servicing Agreement (each, a "TERMINATION EVENT"“Termination Event”): (a) any Any representation, warranty, statement, or certification made by PHH Corporation Performance Guarantor or the Company (excluding any representations or warranties made pursuant to Section 3.2 hereof) in its capacity as Guarantor of the Servicer any Program Document shall prove to have been false or misleading 70 incorrect in any material respect as of the time when made, and which continues to be incorrect in any material respect for a period of forty-five (45) days after the date on which the Seller has actual knowledge or written noticenotice of such incorrect representation, warranty, statement or certification; (bi) The failure on the part of the Seller to perform its obligations under Section 3.5(c) to repurchase any Mortgage Loan with a defective Mortgage Loan File, or (ii) the failure on the part of the Seller or the Servicer (on behalf of the Additional Seller), as applicable, Performance Guarantor to observe or perform in any material respect any of the other material terms, covenants or agreements of the Seller or the Servicer (on behalf of the Additional Seller), as applicable, Performance Guarantor contained in the Program Documents which failure continues unremedied for a period of forty-five (45) days after the date on which the Seller or the Performance Guarantor has actual knowledge or written noticenotice of such failure; (c) Any Servicer Event of Default has occurred and is continuing after giving effect to any applicable grace period; (d) Application for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, including bankruptcy, 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 Seller or PHH Corporation Performance Guarantor and such decree or order shall have remained in force undischarged or unstayed for a period of forty-five (45) days; (de) the The Issuer, Seller or PHH Corporation Performance Guarantor shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, Seller or PHH Corporation Performance Guarantor or of or relating to all or substantially all of its property; (ef) the The Issuer, Seller or PHH Corporation Performance Guarantor 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, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors, voluntarily suspend payment of its obligations or cease its normal business operations for six (6) Business Days; (fg) noncompliance Non-compliance with the Portfolio Criteria or Wet Funded Loan Limitation, and such non-compliance shall continue for a period of thirty (30) days; (h) Non-compliance with the Portfolio Aging Limitations, and such non-compliance shall continue for a period of fifteen (15) days; (gi) the occurrence of an Interest Rate Swap Termination Event under the The Interest Rate Swaps has occurred or is continuing after giving shall cease, for any reason, to be in full force and effect to any applicable grace periodin accordance with their terms; (hi) a Liquidity A Security Agreement Event of Default has shall have been declared by the Required Senior Noteholders (or, if the Senior Notes have been paid in full, the Required Subordinated Noteholders) and shall be continuing or an automatic Security Agreement Event of Default shall have occurred and is be continuing after giving effect to any applicable grace period; or (iii) an Indenture Event of Default has shall have been declared by the Required Subordinated Noteholders and shall be continuing or an automatic Indenture Event of Default shall have occurred and is continuing after giving effect to any applicable grace periodbe continuing; (ji) the Servicer or PHH Corporation enters into a consent agreement or otherwise agrees in writing with any Federal or state regulatory agency or authority to restrict its activities, if a default under such agreement by the Servicer or PHH Corporation entitles such applicable Federal or state agency to place the Servicer in receivership or conservatorship; (k) failure of the Servicer to cause to be delivered to the Collateral Agent for deposit into the Collateral Account on the date of sale or Securitization of any Mortgage Loans the proceeds of any such sale or Securitization; (l) failure of the Servicer to cause to be delivered to the Collateral Agent for deposit into the Collection Account not later than two (2) Business Days after receipt by the Servicer of any amounts required to be deposited by the Servicer in the Collection Account; (m) any Servicer Event of Default has occurred and is continuing after giving effect to any applicable grace period; (n) funds Funds on deposit in the Reserve Fund shall be less than 0.60the Required Reserve Fund Amount (x) for sixty (60) consecutive days or more if the deficiency is less than 0.25% of the Program Size Aggregate Outstanding Principal Balance, or (y) for 120 days two (2) consecutive Business Days if the deficiency is equal to or greater than 0.25% of the Aggregate Outstanding Principal Balance or (ii) the Market Value Reserve Account shall be below the Market Value Requirement for two (2) Business Days or more; (ol) at On the last day of any time either calendar month, (i) the rolling three month average ratio of the Outstanding Purchase Price Principal Balance of all Delinquent Loans shall equal more than five percent (5%) of the rolling three month average of the Outstanding Purchase Price of all Mortgage Loans owned by the Trust at such time or (ii) Issuer to the Aggregate Outstanding Purchase Price Principal Balance as of all Delinquent Loans the last day of the calendar month, shall equal more than seven percent (7%), or (ii) the ratio of the Outstanding Purchase Price Principal Balance of all Mortgage Three Payment Delinquent Loans owned by the Trust at such timeIssuer to the Aggregate Outstanding Principal Balance shall equal more than two percent (2%); (pm) the The failure of the Trust Issuer to maintain an agreement (in substantially the form of EXHIBIT B attached heretohereto as Exhibit B) with a Rated Bidder to the effect that such Rated Bidder agrees to submit a binding bid for all non-Delinquent Loans and non-Defaulted Eligible Loans in a Termination Event Auction which and, in the case of a withdrawal or reduction of the rating assigned to the Rated Bidder below “P-1” by Xxxxx’x, such failure continues for a period of thirty (30) days or more daysand an acceptable Rated Bidder has not been appointed; (qn) the Remarketing Agent has failed to remarket any Series of Certificates for a period of five One (51) successive years; or (r) one or more Swap Counterparties fail to agree to any annual extension of any Interest Rate Swap, resulting in the expiration of one or more Interest Rate Swaps prior to the maturity of all the Trust's outstanding obligations, and a replacement Swap Counterparty or Swap Counterparties shall not have been obtained at least one (1) year prior to the scheduled termination date in a maximum notional amount at least equal to the lesser of (x) the maximum notional amount of the Interest Rate Swap or Interest Rate Swaps represented by the non-extending Swap Counterparty or Swap Counterparties, Counterparties or (y) if the Program Size has been reducedmodified, an amount equal to (i) the then-current Program Size, LESS Size less (ii) the maximum notional amount of all effective (as of such scheduled termination date) Interest Rate Swaps; (o) An Interest Rate Swap Termination Event or an Interest Rate Swap Event of Default has occurred, unless the maximum notional amount of the Interest Rate Swaps that are not subject to an Interest Rate Swap Termination Event or an Interest Rate Swap Event of Default are equal to or greater than the then-current Program Size; (p) On any day following the third Payment Date under the Program Documents, the average of the Excess Spread Rate for the Remittance Periods relating to each of the three most recent Payment Dates is less than three percent (3%); (q) Failure to pay the outstanding principal amount of any Series of Subordinated Notes on the Scheduled Payment Date for such Subordinated Notes; (r) Failure of the Servicer to make any Monthly Servicer Advance required by it under this Mortgage Loan Purchase and Servicing Agreement on or before the date such advance is required to be made; or (s) The Outstanding Purchase Price of Mortgage Loans that have been owned by the Issuer for more than one year is equal to or greater than $1,000,000 for fifteen (15) consecutive days; provided, however, that at any time during the continuance of an event described in clauses (a) through (c), the Issuer may, and shall (i) at the written request of the Required Subordinated Noteholders, with the consent of the Required Senior Noteholders (or, if the Senior Notes have been paid in full, such consent will not be required), (ii) at the written request of the Collateral Agent acting pursuant to Section 4.11 of the Security Agreement, or (iii) in the case of a Servicer Event of Default as set forth in Section 10.1(g) or (h) hereof, at least one year prior the written request of any Swap Counterparty, notify the Seller that the commitment of the Issuer to purchase Mortgage Loans from the scheduled termination dateSeller shall terminate. 72 In Upon the event that occurrence of a Termination Event occurs and is continuingdescribed in clauses (d) through (s) (each, an “Automatic Termination Event”), the Purchaser Issuer’s commitment to purchase Mortgage Loans from the Seller shall terminate automatically and an Automatic Termination Event will be deemed to have occurred. Upon the declaration of a Termination Event by the Issuer or the occurrence of an Automatic Termination Event, the Issuer will no longer be permitted to purchase additional Eligible Mortgage Loans and principal payments collections on Eligible Mortgage Loans, principal proceeds of sales and Securitizations of Eligible Mortgage Loans and amounts received by the from any Swap Counterparties Counterparty will be retained under the Security Agreement and used to pay the Obligations outstanding obligations of the Purchaser, subject Issuer pursuant to the priorities set forth in SECTION 2.01 of the Security Agreementterms thereof. Notwithstanding anything in this Agreement to the contrary, in the event If a Termination Event described in PARAGRAPH clauses (n), (oh) or (pk) through (s) above occurs, a Security Agreement Event of Default described in clause (e) or (m) through (r) of Section 7.01 of the Security Agreement occurs and is continuingor an Indenture Event of Default described in clause (e) or (m) through (r) of Schedule I of the Indenture occurs, the Collateral Agent Servicer shall use its best efforts to sell or Securitize all non-Delinquent Loans and non-Defaulted Eligible Loans within sixty (60) 90 days of the date on which the such Termination Event, Security Agreement Event occursof Default or Indenture Event of Default occurred. In the event that all non-Delinquent Loans and non-Defaulted Eligible Loans have not been so sold or Securitizedby such 90th day, on such sixtieth (60th) day the Collateral Agent shall hold an auction (a "TERMINATION EVENT AUCTION"“Termination Event Auction”) of the remaining non-Delinquent Loans and non-Defaulted Eligible Loans Eligible Loans for settlement not later than the eighty-fifth (85th) 118th day following the date on which such Termination Event, Security Agreement Event of Default or Indenture Event of Default occurred. At least one The Servicer shall notify potential bidders of the bidders Termination Event Auction, including one bidder obligated to make a bid in any such auction auction; provided, however, that such bidder shall have a “P-1” rating from Xxxxx’x (the “Rated Bidder”). During the Termination Event Auction, the Servicer shall promptly notify the Designated Swap Counterparty of "P-1" the highest bid price obtained in the Termination Event Auction for each such non-Delinquent Loan and non-Defaulted Loan and the Designated Swap Counterparty shall have up to two (2) Business Days from Moody's the time of notification (but in no event beyond the 118th day referred to above) to elect to purchase such non-Delinquent Loans or non-Defaulted Loans at a "RATED BIDDER"price equal to 102% of such highest bid price but in no event more than the amount of the Outstanding Purchase Price of such non-Delinquent Loans or non-Defaulted Loans (plus accrued interest thereon) (the “Purchase Price”). If the Designated Swap Counterparty elects to purchase such non-Delinquent Loans or non-Defaulted Loans within such two (2) Business Day time period, the Designated Swap Counterparty shall pay the Purchase Price for such non-Delinquent Loans or non-Defaulted Loans within two (2) Business Days of the date of such election (but in no event beyond the 118th day referred to above). If the Designated Swap Counterparty fails to pay such Purchase Price or fails to affirmatively elect to purchase such non-Delinquent Loans or non-Defaulted Loans, in either case, within the applicable time period referred to above, the Servicer shall have the right to sell such non-Delinquent Loans or non-Defaulted Loans to the highest bidder.

Termination of Purchase Obligations. Upon the occurrence and continuance of any of the following conditions, the Purchaser shall have the right subject to the consent of the holders of a majority in principal amount of the Certificates and the Required Banks or Required Noteholders to notify the Seller and the Additional Seller that the commitment of the Purchaser to purchase Eligible Loans from the Seller or the Additional Seller, as applicable, shall terminate (each, a "TERMINATION EVENT"“Termination Event”): (a) any representation, warranty, statement, or certification made by PHH Corporation in its capacity as Guarantor of the Servicer shall prove to have been false or misleading 70 in any material respect as of the time when made, and which continues to be incorrect in any material respect for a period of forty-five (45) days after written notice; (b) the failure on the part of the Seller or the Servicer (on behalf of the Additional Seller), as applicable, to observe or perform in any material respect any of the terms, covenants or agreements of the Seller or the Servicer (on behalf of the Additional Seller), as applicable, contained in the Program Documents which failure continues unremedied for a period of forty-five (45) days after written notice; (c) the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, including bankruptcy, 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 PHH Corporation and such decree or order shall have remained in force undischarged or unstayed for a period of forty-five (45) days; (d) the Seller or PHH Corporation shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Seller or PHH Corporation or of or relating to all or substantially all of its property; (e) the Seller or PHH Corporation 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, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors, voluntarily suspend payment of its obligations or cease its normal business operations for six (6) Business Days; (f) noncompliance with the Portfolio Aging Limitations; (g) the occurrence of an Interest Rate Swap Termination Event under the Interest Rate Swaps has occurred or is continuing after giving effect to any applicable grace period; (h) a Liquidity Agreement Event of Default has occurred and is continuing after giving effect to any applicable grace period; (i) an Indenture Event of Default has occurred and is continuing after giving effect to any applicable grace period; (j) the Servicer or PHH Corporation enters into a consent agreement or otherwise agrees in writing with any Federal or state regulatory agency or authority to restrict its activities, if a default under such agreement by the Servicer or PHH Corporation entitles such applicable Federal or state agency to place the Servicer in receivership or conservatorship; (k) failure of the Servicer to cause to be delivered to the Collateral Agent for deposit into the Collateral Account on the date of sale or Securitization of any Mortgage Loans the proceeds of any such sale or Securitization; (l) failure of the Servicer to cause to be delivered to the Collateral Agent for deposit into the Collection Account not later than two (2) Business Days after receipt by the Servicer of any amounts required to be deposited by the Servicer in the Collection Account; (m) any Servicer Event of Default has occurred and is continuing after giving effect to any applicable grace period; (n) funds on deposit in the Reserve Fund shall be less than 0.60% of the Program Size for 120 days or more; (o) at any time either (i) the rolling three month average of the Outstanding Purchase Price of all Delinquent Loans shall equal more than five percent (5%) of the rolling three month average of the Outstanding Purchase Price of all Mortgage Loans owned by the Trust at such time or (ii) the Outstanding Purchase Price of all Delinquent Loans shall equal more than seven percent (7%) of the Outstanding Purchase Price of all Mortgage Loans owned by the Trust at such time; (p) the failure of the Trust to maintain an agreement (in substantially the form of EXHIBIT Exhibit B attached hereto) with a Rated Bidder to the effect that such Rated Bidder agrees to submit a binding bid for all non-Delinquent and non-Defaulted Eligible Loans in a Termination Event Auction which failure continues for a period of thirty (30) or more days; (q) the Remarketing Agent has failed to remarket any Series of Certificates for a period of five (5) successive years; or (r) one or more Swap Counterparties fail to agree to any annual extension of any Interest Rate Swap, resulting in the expiration of one or more Interest Rate Swaps prior to the maturity of all the Trust's ’s outstanding obligations, and a replacement Swap Counterparty or Swap Counterparties shall not have been obtained in a notional amount at least equal to the lesser of (x) the notional amount of the Interest Rate Swap or Interest Rate Swaps represented by the non-extending Swap Counterparty or Swap Counterparties, or (y) if the Program Size has been reduced, an amount equal to (i) the then-current Program Size, LESS less (ii) the notional amount of all effective (as of such scheduled termination date) Interest Rate Swaps, at least one year prior to the scheduled termination date. 72 In the event that a Termination Event occurs and is continuing, the Purchaser will no longer be permitted to purchase additional Eligible Loans and principal payments on Eligible Loans, principal proceeds of sales and Securitizations of Eligible Loans and amounts received by the Swap Counterparties will be used to pay the Obligations of the Purchaser, subject to the priorities set forth in SECTION Section 2.01 of the Security Agreement. Notwithstanding anything in this Agreement to the contrary, in the event a Termination Event described in PARAGRAPH paragraph (n), (o) or (p) occurs and is continuing, the Collateral Agent shall use its best efforts to sell or Securitize all non-Delinquent and non-Defaulted Eligible Loans within sixty (60) days of the date on which the Termination Event occurs. In the event that all non-Delinquent and non-Defaulted Eligible Loans have not been so sold or Securitized, on such sixtieth (60th) day the Collateral Agent shall hold an auction (a "TERMINATION EVENT AUCTION"“Termination Event Auction”) of the remaining non-Delinquent and non-Defaulted Eligible Loans Eligible Loans for settlement not later than the eighty-fifth (85th) day following the date on which such Termination Event occurred. At least one of the bidders in such auction shall have a rating of "P-1" “P-l” from Moody's Mxxxx’x (a "RATED BIDDER"“Rated Bidder”).

Termination of Purchase Obligations. Upon the occurrence and continuance of any Each of the following conditions, the Purchaser shall have the right subject to the consent of the holders of constitute a majority in principal amount of the Certificates and the Required Banks or Required Noteholders to notify the Seller and the Additional Seller that the commitment of the Purchaser to purchase Eligible Loans from the Seller or the Additional Seller, as applicable, shall terminate termination event under this Purchase Agreement (each, a "TERMINATION EVENT"“Termination Event”): (a) any Any representation, warranty, statement, or certification made by PHH Corporation the Seller (excluding any representations or warranties made pursuant to Section 3.2 hereof) in its capacity as Guarantor of the Servicer any Program Document shall prove to have been false or misleading 70 incorrect in any material respect as of the time when made, and which continues to be incorrect in any material respect for a period of forty-five thirty (4530) days after written notice; (b) the The failure on the part of the Seller or the Servicer (on behalf of the Additional Seller), as applicable, to observe or perform in any material respect any of the material terms, covenants or agreements of the Seller or the Servicer (on behalf of the Additional Seller), as applicable, contained in the Program Documents (other than terms, covenants or agreements specifically referred to elsewhere in this Section 11.2) which failure continues unremedied for a period of forty-five thirty (4530) days after written notice; (c) the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, including bankruptcy, 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 PHH Corporation and such decree or order shall have remained in force undischarged or unstayed for a period of forty-five (45) days; (d) the Seller or PHH Corporation shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Seller or PHH Corporation or of or relating to all or substantially all of its property; (e) the Seller or PHH Corporation 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, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors, voluntarily suspend payment of its obligations or cease its normal business operations for six (6) Business Days; (f) noncompliance with the Portfolio Aging Limitations; (g) the occurrence of an Interest Rate Swap Termination Event under the Interest Rate Swaps has occurred or is continuing after giving effect to any applicable grace period; (h) a Liquidity Agreement Event of Default has occurred and is continuing after giving effect to any applicable grace period; (i) an Indenture Event of Default has occurred and is continuing after giving effect to any applicable grace period; (j) the Servicer or PHH Corporation enters into a consent agreement or otherwise agrees in writing with any Federal or state regulatory agency or authority to restrict its activities, if a default under such agreement by the Servicer or PHH Corporation entitles such applicable Federal or state agency to place the Servicer in receivership or conservatorship; (k) failure of the Servicer to cause to be delivered to the Collateral Agent for deposit into the Collateral Account on the date of sale or Securitization of any Mortgage Loans the proceeds of any such sale or Securitization; (l) failure of the Servicer to cause to be delivered to the Collateral Agent for deposit into the Collection Account not later than two (2) Business Days after receipt by the Servicer of any amounts required to be deposited by the Servicer in the Collection Account; (m) any Any Servicer Event of Default has occurred and is continuing after giving effect to any applicable grace period; (nd) An Event of Bankruptcy with respect to the Purchaser, the Seller, NC Capital Corporation or New Century Financial Corporation; (e) The Company or New Century Financial Corporation shall fail to pay (after demand, if required, and expiration of any applicable grace period) any of its debt obligations in an aggregate amount in excess of $20,000,000 resulting in acceleration of such debt; (f) [reserved]; (g) Non-compliance with the Portfolio Criteria shall continue for a period of ten (10) days, or non-compliance with the Wet Funded Loan Limitation shall continue for a period of ten (10) days; (h) Non-compliance with the Portfolio Aging Limitations, and such non-compliance shall continue for a period of ten (10) days; (i) The Total Return Swap shall cease, for any reason (other than those described in clause (o) below), to be in full force and effect in accordance with its terms; (j) A Security Agreement Event of Default shall have been declared by the Controlling Class and shall be continuing or an automatic Security Agreement Event of Default shall have occurred and be continuing; (k) Funds on deposit in (i) the Reserve Fund shall be more than $200,000 below the Required Reserve Fund Amount for three (3) Business Days or more; or (ii) the Reserve Fund shall be less than the Required Reserve Fund Amount by less than $200,000 for more than one (1) Business Day after the Payment Date next following the date on which the funds on deposit in the Reserve Fund fell below the Required Reserve Fund Amount; or (iii) the Market Value Reserve Account shall be less more than 0.60% $200,000 below the Market Value Requirement for three (3) Business Days or more (except where one or more Market Value Event Notices is the subject of a diligent and good faith dispute as contemplated by Section 6.07(b) of the Program Size for 120 days or moreSecurity Agreement); (ol) at any time either (i) the rolling three month average A Financial Covenant Event of the Outstanding Purchase Price of all Delinquent Loans Default shall equal more than five percent (5%) of the rolling three month average of the Outstanding Purchase Price of all Mortgage Loans owned by the Trust at such time or (ii) the Outstanding Purchase Price of all Delinquent Loans shall equal more than seven percent (7%) of the Outstanding Purchase Price of all Mortgage Loans owned by the Trust at such timehave occurred and be continuing; (pm) the The failure of the Trust Purchaser to maintain an agreement (in substantially the form of EXHIBIT B attached heretohereto as Exhibit B) with a Rated Bidder to the effect that such Rated Bidder agrees to submit a binding bid for all non-Delinquent Loans and non-Defaulted Eligible Loans in a Termination Event Auction which and, in the case of a withdrawal or reduction of the rating assigned to the Rated Bidder below “P-1” by Xxxxx’x, such failure continues for a period of thirty (30) days or more daysmore; (qn) the Remarketing Agent has failed to remarket any Series of Certificates for a period of five One (51) successive years; or (r) one or more Swap Counterparties fail to agree to any annual extension of any Interest Rate Total Return Swap, resulting in the expiration of one or more Interest Rate Swaps prior to the maturity of all the Trust's outstanding obligations, and a replacement Swap Counterparty or Swap Counterparties shall not have been obtained at least one (1) year prior to the scheduled termination date in a maximum notional amount at least equal to the lesser of (x) the maximum notional amount of the Interest Rate Total Return Swap or Interest Rate Total Return Swaps represented by the non-extending Swap Counterparty or Swap Counterparties, Counterparties or (y) if the Program Size has been reducedmodified, an amount equal to (i) the then-current Program Size, LESS Size less (ii) the maximum notional amount of all effective (as of such scheduled termination date) Interest Rate Total Return Swaps, at least one year prior ; (o) (i) with respect to the scheduled termination date. 72 In Purchaser as the event that sole Defaulting Party or sole Affected Party (as defined in the Total Return Swap), a Total Return Swap Termination Event occurs or a Total Return Swap Event of Default has occurred and is continuing, the Purchaser will no longer be permitted or (ii) with respect to purchase additional Eligible Loans and principal payments on Eligible Loans, principal proceeds of sales and Securitizations of Eligible Loans and amounts received by the Swap Counterparties will be used to pay Counterparty as the Obligations of the Purchaser, subject to the priorities set forth in SECTION 2.01 of the Security Agreement. Notwithstanding anything in this Agreement to the contrary, sole Defaulting Party or sole Affected Party (as defined in the event Total Return Swap), a Total Return Swap Termination Event described in PARAGRAPH (n), (o) or a Total Return Swap Event of Default has occurred and is continuing; (p) occurs [reserved]; (q) The Seller or the Servicer shall fail to comply with its repurchase and is continuingsale obligations under Sections 3.3, 4.3 or 6.2 respectively, provided that, any Mortgage Loan due for repurchase or sale pursuant to Sections 3.3, 4.3 or 6.2 may remain unsold or not repurchased (as the Collateral Agent shall use its best efforts to sell or Securitize all non-Delinquent and non-Defaulted Eligible Loans within sixty case may be) for thirty (6030) days of the date on which the Termination Event occurs. In the event that all non-Delinquent and non-Defaulted Eligible Loans have not been so sold or Securitized, on such sixtieth (60th) day the Collateral Agent shall hold an auction (a "TERMINATION EVENT AUCTION") of the remaining non-Delinquent and non-Defaulted Eligible Loans Eligible Loans for settlement not later than the eighty-fifth (85th) day following the date on which such Termination Event occurred. At least one Mortgage Loan was due for repurchase or within which such sale was to be sought pursuant to Sections 3.3, 4.3 or 6.2, provided further, that the aggregate Outstanding Purchase Price of all Mortgage Loans unsold or not repurchased pursuant to the bidders in such auction foregoing proviso shall have a rating of "P-1" from Moody's not be greater than $3,000,000; or (a "RATED BIDDER").r) [reserved];

Termination of Purchase Obligations. Upon the occurrence and continuance of any Each of the following conditions, the Purchaser shall have the right subject to the consent of the holders of constitute a majority in principal amount of the Certificates and the Required Banks or Required Noteholders to notify the Seller and the Additional Seller that the commitment of the Purchaser to purchase Eligible Loans from the Seller or the Additional Seller, as applicable, shall terminate termination event under this Agreement (each, a "TERMINATION EVENT"“Termination Event”): (a) any Any representation, warranty, statement, or certification made by PHH Corporation a Seller or the Performance Guarantor (excluding any representations or warranties made pursuant to Section 3.2 hereof) in its capacity as Guarantor of the Servicer any Program Document shall prove to have been false or misleading 70 incorrect in any material respect as of the time when made, and which continues to be incorrect in any material respect for a period of forty-five sixty (4560) days after the date on which such Seller has actual knowledge or written noticenotice of such incorrect representation, warranty, statement or certification; (b) the The failure on the part of the either Seller (or the Servicer (Performance Guarantor on behalf of such Seller) (i) subject to the Additional Repurchase Trigger, to perform its obligations under Section 3.5(c) to repurchase any Mortgage Loan with a defective Mortgage Loan File, which failure continues unremedied for a period of one (1) Business Day after the date on which such Seller)’s repurchase obligation arises, as applicable, or (ii) to observe or perform in any material respect any of the material terms, covenants or agreements of the such Seller or the Servicer (on behalf of the Additional Seller), as applicable, contained in the Program Documents (other than terms, covenants or agreements specifically referred to elsewhere in this Section 11.2) which failure continues unremedied for a period of forty-five thirty (4530) days after the date on which such Seller has actual knowledge or written noticenotice of such incorrect representation, warranty, statement or certification; (c) the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, including bankruptcy, 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 PHH Corporation and such decree or order shall have remained in force undischarged or unstayed for a period of forty-five (45) days; (d) the Seller or PHH Corporation shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Seller or PHH Corporation or of or relating to all or substantially all of its property; (e) the Seller or PHH Corporation 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, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors, voluntarily suspend payment of its obligations or cease its normal business operations for six (6) Business Days; (f) noncompliance with the Portfolio Aging Limitations; (g) the occurrence of an Interest Rate Swap Termination Event under the Interest Rate Swaps has occurred or is continuing after giving effect to any applicable grace period; (h) a Liquidity Agreement Event of Default has occurred and is continuing after giving effect to any applicable grace period; (i) an Indenture Event of Default has occurred and is continuing after giving effect to any applicable grace period; (j) the Servicer or PHH Corporation enters into a consent agreement or otherwise agrees in writing with any Federal or state regulatory agency or authority to restrict its activities, if a default under such agreement by the Servicer or PHH Corporation entitles such applicable Federal or state agency to place the Servicer in receivership or conservatorship; (k) failure of the Servicer to cause to be delivered to the Collateral Agent for deposit into the Collateral Account on the date of sale or Securitization of any Mortgage Loans the proceeds of any such sale or Securitization; (l) failure of the Servicer to cause to be delivered to the Collateral Agent for deposit into the Collection Account not later than two (2) Business Days after receipt by the Servicer of any amounts required to be deposited by the Servicer in the Collection Account; (m) any Any Servicer Event of Default has occurred and is continuing (after giving effect to any applicable grace period); (nd) An Event of Bankruptcy occurs with respect to the Performance Guarantor, the Issuer or a Seller; (i) The Servicer or the Performance Guarantor shall fail to pay (after demand, if required, and expiration of any applicable grace period) any of its debt obligations in an aggregate amount in excess of $20,000,000 resulting in acceleration of such debt, or (ii) subject to the Swap Trigger, the Performance Guarantor shall fail to pay or post any of its payment obligations (including, for the avoidance of doubt, any collateral posting obligations pursuant to any collateral support annex or other credit support document) under any interest rate swap (including any credit support annex or credit support document annexed or attached thereto) or similar hedging transaction with a maximum notional amount equal to or greater than $500,000,000, whether such obligations arise as principal, or as surety or guarantor, or (iii) any of the Financial Covenants shall have been breached; (f) At any time the sum of the Credit Amounts shall be (i) less than the Required Enhancement Amount for sixty (60) consecutive days or more, or (ii) in the case of a Credit Amount Increase Condition less than the Required Enhancement Amount for twenty-five (25) consecutive days or more; (g) Non-compliance with the Portfolio Criteria shall continue for a period of thirty (30) days; (h) Non-compliance with the Portfolio Aging Limitations, and such non-compliance shall continue for a period of thirty (30) days; (i) None of the Sellers or the Servicer is an Approved Seller under the Guidelines, as amended with respect to a Seller or the Servicer, as applicable, by Xxxxxx Xxx, Xxxxxxx Mac and Xxxxxx Mae; provided, however, that either Seller or the Servicer may terminate its status as an Approved Seller with respect to Xxxxxx Xxx, Xxxxxxx Mac or Xxxxxx Mae so long as at least one Seller or the Servicer maintains such status with at least one of such Agencies at all times; (j) With regard to the Senior Loans (other than Manufactured Housing Loans), on any Business Day either (i) the rolling three (3) month average of the ratio (calculated daily) of the Outstanding Purchase Price of all One Payment Delinquent Loans that are Senior Loans (other than Manufactured Housing Loans) to the Outstanding Purchase Price of all Senior Loans owned by the Issuer shall exceed 3.0%, or (ii) the ratio (calculated daily) of the Outstanding Purchase Price of all Senior Loans (other than Manufactured Housing Loans) that are One Payment Delinquent Loans to the Outstanding Purchase Price of all Senior Loans (other than Manufactured Housing Loans) owned by the Issuer on such day shall be more than 4.0% for thirty (30) consecutive days or more; (i) A Security Agreement Event of Default shall have been declared by the Required Senior Noteholders (or, if the Senior Notes have been paid in full, the Required Subordinated Noteholders) and shall be continuing, or an automatic Security Agreement Event of Default shall have occurred and be continuing or (ii) an Indenture Event of Default shall have been declared by the Indenture Trustee and shall be continuing, or an automatic Indenture Event of Default shall have occurred and be continuing; (l) At any time the funds on deposit in the Reserve Fund shall be less than 0.60% of the Program Size Required Reserve Fund Amount for 120 thirty (30) consecutive days or more; (om) at any time either (i) the rolling three month average of the Outstanding Purchase Price of all Delinquent Loans shall equal more than five percent (5%) of the rolling three month average of the Outstanding Purchase Price of all Mortgage Loans owned by the Trust at such time or (ii) the Outstanding Purchase Price of all Delinquent Loans shall equal more than seven percent (7%) of the Outstanding Purchase Price of all Mortgage Loans owned by the Trust at such time; (p) the The failure of the Trust Issuer to maintain an agreement (in substantially the form of EXHIBIT B attached heretohereto as Exhibit B) with a Rated Bidder to the effect that such Rated Bidder agrees to submit a binding bid for all non-Delinquent Loans and non-Defaulted Eligible Loans in a Termination Event Auction, Principal Paydown Auction which or Junior Loan Exposure Trigger Event Auction, and where such failure continues for a period of thirty (30) days or more daysmore; (qn) the Remarketing Agent has failed to remarket any Series of Certificates for a period of five (5) successive years; or (r) one or more Swap Counterparties There shall fail to agree to be or remain in full force and effect on any annual extension of any Interest Rate Swapday (each such day a “Measuring Date”), resulting in the expiration of one or more Interest Rate Swaps prior (other than Interest Rate Swaps with respect to which an Interest Rate Swap Termination Event or Interest Rate Swap Event of Default has occurred and is continuing after giving effect to any applicable grace period or which are otherwise for any reason not in full force and effect in accordance with their terms) (i) the maturity of all the Trust's outstanding obligations, and a replacement Swap Counterparty or Swap Counterparties shall not have been obtained in a aggregate maximum notional amount of which is at least equal to the lesser of then-current Facility Size; (xii) the scheduled termination dates of which are no earlier than the latest Final Maturity of any outstanding Secured Liquidity Notes plus thirty (30) days; and (iii) the scheduled termination dates of which are no earlier than eighty (80) days from such Measuring Date; (o) An Interest Rate Swap Termination Event or an Interest Rate Swap Event of Default has occurred and is continuing after giving effect to any applicable grace period unless the maximum notional amount of the Interest Rate Swap or Swaps that are not subject to an Interest Rate Swaps represented by the non-extending Swap Counterparty Termination Event or an Interest Rate Swap Counterparties, or (y) if the Program Size has been reduced, an amount Event of Default are equal to (i) or greater than the then-current Facility Size; (p) On any day following the third (3rd) Payment Date under the Program SizeDocuments, LESS the average of the Excess Spread Rate for the Remittance Periods relating to each of the three (ii3) most recent Payment Dates is less than one quarter of one percent (0.25%); (q) Failure to pay the notional outstanding principal amount of all effective any Series of Subordinated Notes on the Final Scheduled Payment Date for such Subordinated Notes; (as r) The failure of the Issuer or, solely with respect to any Quarterly Compliance Certificate, the Performance Guarantor, to provide any Swap Counterparty with a Required Report on the date due, which failure shall continue for seven (7) consecutive days; and (s) The Performance Guarantor’s obligations under this Agreement are no longer in effect and a replacement performance gurarantor reasonably acceptable to each Swap Counterparty shall not have been put in place within sixty (60) days; provided, however, that at any time during the continuance of an event described in clauses (a) through (c), the Issuer may, and shall at the written request of the Required Subordinated Noteholders, with the consent of the Required Senior Noteholders (or, if the Senior Notes have been paid in full, such scheduled termination dateconsent will not be required) Interest Rate Swapsand each Swap Counterparty, at least one year prior notify the Sellers that the commitment of the Issuer to purchase Mortgage Loans from the scheduled termination dateSellers shall terminate. 72 In Upon the event that occurrence of a Termination Event occurs described in clauses (d), and is continuing(f) through (s), the Purchaser Issuer shall notify the Sellers that the commitment of the Issuer to purchase Mortgage Loans from the Sellers shall terminate. Upon the occurrence of a Termination Event described in clause (e), the Issuer shall, at the written request of any Swap Counterparty, notify the Sellers that the commitment of the Issuer to purchase Mortgage Loans from the Sellers shall terminate. Upon the declaration of a Termination Event or the occurrence of any automatic Termination Event as described in clauses (d) and (f) through (s), the Issuer will no longer be permitted to purchase additional Eligible Mortgage Loans and principal payments collections on Eligible Mortgage Loans, principal and proceeds of sales and Securitizations of Eligible Mortgage Loans (in each case, excluding any Excluded Amounts with respect to any HELOCs) and amounts received by the from each Swap Counterparties Counterparty will be retained under the Security Agreement and used to pay the Obligations outstanding obligations of the Purchaser, subject Issuer pursuant to the priorities set forth in SECTION 2.01 of the Security Agreementterms thereof. Notwithstanding anything in this Agreement to the contrary, in the event If a Termination Event described in PARAGRAPH (nd), (of), (h), or (k) through (q) above occurs, or a Termination Event described in (e)(ii) or (piii) occurs and is continuingany Swap Counterparty reasonably believes, in its sole discretion, that there will be a material impairment in the value of the Mortgage Loans and gives written notice to the Issuer and the Servicer to such effect, or a Security Agreement Event of Default described in clauses (f), or (n) through (q) of Section 7.01 of the Security Agreement occurs, or an Indenture Event of Default described in clauses (f), or (n) through (q) of Section 9.1 of the Indenture occurs, the Collateral Agent shall Servicer shall, upon providing two (2) Business Days’ prior notice, use its best efforts to sell or Securitize obtain bids from at least three (3) Qualified Bidders for the sale of all non-Delinquent Loans and non-Defaulted Eligible Loans (and to sell such Mortgage Loans) within sixty (60) days of the date on which such Termination Event, Security Agreement Event of Default or Indenture Event of Default occurred. Following such an event, the Servicer shall promptly meet with all of the Swap Counterparties to discuss its plan for disposition of all Mortgage Loans owned by the Issuer, and thereafter will consult with the Swap Counterparties on proposed sales (including the timing and pricing of such proposed sales), and will use reasonable efforts to accommodate any sales proposed by the Swap Counterparties; such process to be performed in a commercially reasonable manner. Any sale arranged by the Servicer following the occurrence of a Termination Event occursshall comply with the requirements set forth in Section 4.2(e) hereof, and, if a Termination Event referred to in (d) or (e) above shall have occurred and be continuing, sales prior to a Termination Event Auction where the sale proceeds would be less than the aggregate Outstanding Purchase Price of the Mortgage Loans subject to such sale, shall be conducted subject to directions (including directions not to complete a particular sale) reasonably given by the Swap Counterparties. In the event that all non-Delinquent Loans and non-Defaulted Eligible Loans have not been so sold or Securitized, on by such sixtieth (60th) day day, the Collateral Agent shall hold an auction (a "TERMINATION EVENT AUCTION"“Termination Event Auction”) of the remaining non-Delinquent Loans and non-Defaulted Eligible Loans Eligible Loans for settlement not later than the eightyseventy-fifth (85th75th) day following the date on which such Termination Event, Security Agreement Event of Default, or Indenture Event of Default occurred. At The Collateral Agent shall notify, with two (2) Business Days’ prior notice, potential bidders, including the Rated Bidder and at least one three (3) Qualified Bidders, of the bidders Termination Event Auction. All bids (other than from the Swap Counterparties pursuant to the following sentence) shall be received by no later than the seventy-third (73rd) day following the date on which such Termination Event, Security Agreement Event of Default or Indenture Event of Default occurred. During the Termination Event Auction, the Collateral Agent shall promptly, but no later than the seventy-third (73rd) day referred to above, notify each Swap Counterparty of the highest bid price obtained in the Termination Event Auction for each such auction Mortgage Loan and each Swap Counterparty shall have up to two (2) Business Days from the time of notification (but in no event beyond the seventy-fifth (75th) day referred to above) to elect to purchase such non-Delinquent Loans and non-Defaulted Loans at a rating price equal to 101% of "P-1" from Moody's such highest bid price (a "RATED BIDDER"the “Purchase Price”). If any Swap Counterparty elects to purchase such non-Delinquent Loans and non-Defaulted Loans within such two (2) Business Day time period, such Swap Counterparty shall pay the Purchase Price for such non-Delinquent Loans and non-Defaulted Loans within two (2) Business Days of the date of such election (but in no event beyond the seventy-fifth (75th) day referred to above). If (x) no Swap Counterparty affirmatively elects to purchase such non-Delinquent Loans and non-Defaulted Loans within such two (2) Business Day time period, or (y) any Swap Counterparty is permitted under the preceding sentence to purchase such non-Delinquent Loan or non-Defaulted Loan but fails to pay the Purchase Price for such non-Delinquent Loan or non-Defaulted Loan within two (2) Business Days of the date of such election (but in no event beyond the seventy-fifth (75th) day referred to above), the Collateral Agent shall have the right to sell such non-Delinquent Loans and non-Defaulted Loans to the highest bidder.