Common use of Acceleration of Maturity; Rescission and Annulment Clause in Contracts

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency), declare the Notes to be immediately due and payable by written notice to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have been declared immediately due and payable following an Event of Default, before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided in this Article V, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, by written notice to the Issuer, the Depositor, the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency), may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay all principal of and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency), Majority Noteholders may declare the Notes to be immediately due and payable payable, by written a notice in writing to the Issuer (and who will provide such notice to the Rating Agencies), the Indenture Trustee (if notice is given by Noteholders), the Depositor Transferor and the Servicer, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have been declared immediately due and payable following an Event of Default, before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided in this Article VArticle, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling ClassMajority Noteholders, by written notice to the Issuer, the Depositor, Transferor and the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay (A) all payments of principal of and interest on the Notes Notes, (B) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel and (C) all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) . No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance Majority Noteholders of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency), may declare the Notes to be immediately due and payable payable, by written a notice in writing to the Issuer (and who will provide such notice to the Rating Agencies), the Indenture Trustee (if notice is given by Noteholders), the Depositor Transferor and the Servicer, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have been declared immediately due and payable following an Event of Default, before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided in this Article VArticle, the Holders of Notes evidencing not less than 51% of the Note Balance Majority Noteholders of the Controlling Class, by written notice to the Issuer, the Depositor, Transferor and the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay (A) all payments of principal of and interest on the Notes Notes, (B) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel and (C) all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) . No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred should occur and be continuing, then and in every such case the Indenture Trustee or the Holders of Notes evidencing representing not less than 51% a majority of the Note Balance of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency), Outstanding Amount may declare all the Notes to be immediately due and payable payable, by written a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount of the NotesOutstanding Amount, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have . At any time after such declaration of acceleration of maturity has been declared immediately due made and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article VV provided, the Holders of Notes evidencing representing not less than 51% a majority of the Note Balance of the Controlling ClassOutstanding Amount, by written notice to the Issuer, the Depositor, Issuer and the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay pay: (A) all payments of principal of and interest on the all Notes and all other amounts that would then be due hereunder or upon the such Notes if the Event of Default giving rise to such acceleration had not occurred; and (B) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) . No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) The first paragraph of Section 502 of the Base Indenture shall not apply to the Notes, and the following shall apply in lieu thereof. If an Event of Default shall have occurred occurs and be continuingis continuing with respect to a series of Notes, then and in every such case except as provided below, the Indenture Trustee or the Holders of Notes evidencing not less than 5125% in aggregate principal amount of the Note Balance Outstanding Notes of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency), series may declare the Notes principal amount of all such Notes, plus accrued and unpaid interest, if any, to be immediately due and payable immediately, by written a notice in writing to the Issuer Company (and to the Indenture Trustee if given by NoteholdersHolders), the Depositor and the Servicer, and upon any such declaration the unpaid such principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b. However, upon an Event of Default arising out of Section 5.01(d) If or Section 5.01(e), the Notes have been declared immediately principal amount of all Outstanding Notes, plus accrued and unpaid interest to the acceleration date, shall be due and payable following an Event immediately without notice from the Trustee or Holders. At any time after such a declaration of Defaultacceleration with respect to Notes of a series has been made, but before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article Vthe Indenture provided, the Holders of Notes evidencing not less than 51% a majority in aggregate principal amount of the Note Balance Outstanding Notes of the Controlling Classsuch series, by written notice to the Issuer, the Depositor, the Indenture Trustee Company and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay all principal of and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) 502 of the Base Indenture. No such rescission shall affect any subsequent default or impair any right consequent theretothereon.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred (other than those specified in 6.01(e) and be 6.01(f)) occurs and is continuing, then and in every such case the Indenture Trustee or the Holders of Notes evidencing not less than 5125% in aggregate principal amount of the Note Balance of Notes may declare the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency), declare principal amount plus accrued and unpaid interest on the Notes to be immediately due and payable immediately, by written a notice in writing to the Issuer Company (and to the Indenture Trustee if given by NoteholdersHolders), the Depositor and the Servicer, and upon any such declaration the unpaid such principal amount of the Notes, together with plus accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. Notwithstanding the foregoing, if an Event of Default specified in Section 6.01(e) or 6.01(f) has occurred and is continuing, the principal amount plus accrued and unpaid interest on the Notes will ipso facto become due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) If the Notes have At any time after such a declaration of acceleration or any automatic acceleration under Section 6.01(e) or Section 6.01(f) has been declared immediately due made and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article Vprovided, the Holders of Notes evidencing not less than 51% a majority in aggregate principal amount of the Note Balance of the Controlling ClassNotes, by written notice to the Issuer, the Depositor, the Indenture Trustee Company and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid such rescission and annulment will not conflict with any judgment or deposited with the Indenture Trustee decree of a sum sufficient to pay all principal court of and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurredcompetent jurisdiction; and (ii) all Events of Default, other than the nonpayment non-payment of the principal of amount plus accrued and unpaid interest on the Notes that has which have become due solely by such accelerationaccelerated payment requirement, have been cured or waived as provided in Section 5.126.12. (c) No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency), declare the Notes to be immediately due and payable by written notice to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have been declared immediately due and payable following an Event of Default, before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided in this Article V, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, by written notice to the Issuer, the Depositor, Depositor and the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay all principal of and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) . No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred occur and be continuing, then and in every such case the Indenture Trustee or may, and if so directed in writing by the Holders of Notes evidencing representing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency)of Notes shall, declare all the Notes to be then immediately due and payable payable, by written a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount Outstanding Amount of the such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have been declared immediately due and payable following an Event of DefaultDefault under this Indenture shall have occurred, before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided may, or if so requested in this Article V, the writing by Holders of Notes evidencing not less than 51% representing at least a majority of the Note Balance Outstanding Amount of the Controlling ClassClass of Notes, shall, declare by written notice to the IssuerIssuer all of the Notes to be immediately due and payable, and upon any such declaration, the DepositorOutstanding Amount of the Notes, together with accrued interest thereon through the Indenture Trustee date of acceleration, shall become immediately due and payable as provided in the Administrator Notes set forth in Exhibit A-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit B and Exhibit C. Notwithstanding anything to the contrary in this paragraph (who shall promptly forward such notice to each Rating Agencyb), may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay all principal of and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the an Event of Default giving rise to such acceleration had not occurred; and specified in clauses (iid) all Events or (e) of Default, other than the nonpayment of the principal of Section 5.01 shall have occurred and be continuing the Notes that has shall become immediately due solely by such accelerationand payable at par, have been cured or waived as provided in Section 5.12together with accrued interest thereon. (c) No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) The first paragraph of Section 502 of the Base Indenture shall not apply to the Notes, and the following shall apply in lieu thereof. If an Event of Default shall have occurred occurs and be continuingis continuing with respect to the Notes, then and in every such case except as provided below, the Indenture Trustee or the Holders of Notes evidencing not less than 5125% in aggregate principal amount of the Note Balance of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency), Outstanding Notes may declare the Notes principal amount of all such Notes, plus accrued and unpaid interest, if any, to be immediately due and payable immediately, by written a notice in writing to the Issuer Company (and to the Indenture Trustee if given by NoteholdersHolders), the Depositor and the Servicer, and upon any such declaration the unpaid such principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b. However, upon an Event of Default arising out of Section 5.01(d) If or Section 5.01(e), the Notes have been declared immediately principal amount of all Outstanding Notes, plus accrued and unpaid interest to the acceleration date, shall be due and payable following an Event immediately without notice from the Trustee or Holders. At any time after such a declaration of Defaultacceleration with respect to the Notes has been made, but before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article Vthe Indenture provided, the Holders of Notes evidencing not less than 51% a majority in aggregate principal amount of the Note Balance of the Controlling ClassOutstanding Notes, by written notice to the Issuer, the Depositor, the Indenture Trustee Company and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay all principal of and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) 502 of the Base Indenture. No such rescission shall affect any subsequent default or impair any right consequent theretothereon.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred occur and be continuingcontinuing (other than the Events of Default specified in Section 5.1(f) or 5.1(g)), the Indenture Trustee or may (and shall at the Holders direction of a Majority, by outstanding principal amount, of each Class of Notes evidencing not less than 51% voting as a separate Class (excluding any Notes owned by the Loan Obligation Manager or any of the Note Balance of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agencyits Affiliates or by any accounts managed by them), declare the principal of and accrued and unpaid interest on all the Notes to be immediately due and payable by written notice to the Issuer (and to any such acceleration shall automatically terminate the Indenture Trustee if given by NoteholdersReplacement Period), the Depositor and the Servicer, and upon . Upon any such declaration the unpaid principal amount of the Notessuch principal, together with all accrued and unpaid interest thereon through thereon, and other amounts payable thereunder in accordance with the date Priority of acceleration, shall Payments will become immediately due and payablepayable (except that in the case of an Event of Default described in Section 5.1(f) or 5.1(g) above, such an acceleration shall occur automatically and without any further action and any such acceleration shall automatically terminate the Replacement Period). If the Notes are accelerated, payments shall be made in the order and priority set forth in Section 11.1(a) hereof. If the Notes are accelerated (whether such acceleration is automatic or otherwise), the Issuer (or the Loan Obligation Manager on its behalf) shall take the actions described in Section 18.1(c) herein. (b) If At any time after such a declaration of acceleration of Maturity of the Notes have has been declared immediately due made, and payable following an Event of Default, before a judgment or decree for payment of the amount amounts due has been obtained by the Indenture Trustee as hereinafter provided in this Article V5, the Holders a Majority of each Class of Notes evidencing not less (voting as a separate Class), other than 51% with respect to an Event of the Note Balance of the Controlling ClassDefault specified in Section 5.1(d), 5.1(e), 5.1(h) or 5.1(i), by written notice to the Issuer, the Depositor, the Indenture Trustee Co-Issuer and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer or the Co-Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay pay: (A) all unpaid installments of interest on and principal of and interest on the Notes and all other amounts that would then be due and payable hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; (B) all unpaid taxes of the Issuer and the Co-Issuer, Company Administrative Expenses and other sums paid or advanced by or otherwise due and payable to the Trustee hereunder; (C) with respect to the Advancing Agent and the Backup Advancing Agent, any amount due and payable for unreimbursed Interest Advances and Reimbursement Interest; and (D) with respect to the Loan Obligation Management Agreement, any Loan Obligation Manager Fee then due and any Company Administrative Expense due and payable to the Loan Obligation Manager thereunder; and (ii) the Trustee has determined that all Events of DefaultDefault of which it has actual knowledge, other than the nonpayment non-payment of the interest and principal of on the Notes that has have become due solely by such acceleration, have been cured and a Majority of the Controlling Class, by written notice to the Trustee, has agreed with such determination (which agreement shall not be unreasonably withheld or delayed) or waived as provided in Section 5.12. (c) 5.14. At any such time that the Trustee, subject to Section 5.2(b), shall rescind and annul such declaration and its consequences as permitted hereinabove, the Trustee shall preserve the Assets in accordance with the provisions of Section 5.5 with respect to the Event of Default that gave rise to such declaration; provided, however, that if such preservation of the Assets is rescinded pursuant to Section 5.5, the Notes may be accelerated pursuant to the first paragraph of this Section 5.2, notwithstanding any previous rescission and annulment of a declaration of acceleration pursuant to this paragraph. No such rescission shall affect any subsequent default Default or impair any right consequent theretothereon. (c) Subject to Sections 5.4 and 5.5, a Majority of the Controlling Class shall have the right to direct the Trustee in the conduct of any Proceedings for any remedy available to the Trustee or in the sale of any or all of the Assets; provided that (i) such direction will not conflict with any rule of law or this Indenture; (ii) the Trustee may take any other action not inconsistent with such direction; (iii) the Trustee determines that such action will not subject it to liability (unless the Trustee has received satisfactory indemnity or reasonable security against any such liability); and (iv) any direction to undertake a sale of the Assets may be made only as described in Section 5.17. (d) As security for the payment by the Issuer of the compensation and expenses of the Trustee and any sums the Trustee may be entitled to receive as indemnification by the Issuer, the Issuer hereby grants the Trustee a lien on the Assets, which lien is senior to the lien of the Noteholders. The Trustee’s lien shall be subject to the Priority of Payments and exercisable by the Trustee only if the Notes have been declared due and payable following an Event of Default and such acceleration has not been rescinded or annulled. (e) A Majority of the Aggregate Outstanding Amount of Notes of the Controlling Class, may, prior to the time a judgment or decree for the payment of amounts due has been obtained by the Trustee, waive any past Default on behalf of the holders of all the Notes and its consequences in accordance with Section 5.14.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred occur and be continuing, then and in every such case the Indenture Trustee or may, and if so directed in writing by the Holders of Notes evidencing representing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency)of Notes shall, declare all the Notes to be then immediately due and payable payable, by written a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount Outstanding Amount of the such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have been declared immediately due and payable following an Event of DefaultDefault under this Indenture shall have occurred, before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided may, or if so requested in this Article V, the writing by Holders of Notes evidencing not less than 51% representing at least a majority of the Note Balance Outstanding Amount of the Controlling ClassClass of Notes, shall, declare by written notice to the IssuerIssuer all of the Notes to be immediately due and payable, and upon any such declaration, the DepositorOutstanding Amount of the Notes, together with accrued interest thereon through the Indenture Trustee date of acceleration, shall become immediately due and payable as provided in the Administrator Notes set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. Notwithstanding anything to the contrary in this paragraph (who shall promptly forward such notice to each Rating Agencyb), may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay all principal of and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the an Event of Default giving rise to such acceleration had not occurred; and specified in clauses (iid) all Events or (e) of Default, other than the nonpayment of the principal of Section 5.01 shall have occurred and be continuing the Notes that has shall become immediately due solely by such accelerationand payable at par, have been cured or waived as provided in Section 5.12together with accrued interest thereon. (c) No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred should occur and be continuing, the Indenture Trustee or shall, at the Holders of Notes evidencing not less than 51% written direction of the Note Balance of Requisite Global Majority (which shall have the Controlling Class mayright, upon prior written notice but not the obligation, to direct the Administrator (who shall promptly forward such notice Indenture Trustee to each Rating Agencyaccelerate the Notes), declare all of the Notes to be immediately due and payable by written notice to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon payable. At any time after such declaration the unpaid principal amount of the Notes, together with accrued acceleration has been made and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have been declared immediately due and payable following an Event of Default, before a judgment or decree for payment of the amount money due in respect of the Notes has been obtained by the Indenture Trustee as hereinafter provided in this Article VIV, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, by written notice to the Issuer, the Depositor, the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency), Requisite Global Majority may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has Issuers have paid or deposited with the Indenture Trustee a sum sufficient to pay pay: (A) all payments of principal of and interest on the Notes and all other amounts that would would, in each case, then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (B) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and counsel; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by virtue of such acceleration, have been cured or waived as provided in Section 5.12. (c) 4.12. No such rescission and annulment shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred under clause (a) or (b) of Section 5.1 hereof with respect to the Notes occurs and be is continuing, then the Indenture Trustee or the Holders of Notes evidencing not less than 5125% in aggregate principal amount of the Note Balance Outstanding Notes may declare the principal of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency), declare all the Notes to be immediately due and payable immediately, by written a notice in writing to the Issuer Company (and to the Indenture Trustee if given by Noteholdersthe Holders), the Depositor and the Servicer, and upon any such declaration the unpaid such principal or such lesser amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If . At any time after such a declaration has been made with respect to the Notes have been declared immediately due and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in Article V of this Article VIndenture, the Holders of Notes evidencing not less than 51% a majority in principal amount of the Note Balance of the Controlling ClassOutstanding Notes, by written notice to the Issuer, the Depositor, the Indenture Trustee Company and the Administrator (who shall promptly forward such notice Trustee may waive all defaults with respect to each Rating Agency)all affected series, and may rescind and annul such declaration and the consequences of acceleration and its consequences the Event of Default if: (ia) the Issuer Company has paid or deposited with the Indenture Trustee a sum sufficient to pay (1) all overdue interest on all Notes, (2) the principal of (and premium, if any, on) any Notes which have become due otherwise than by such declaration of acceleration and any interest on such Notes at the Notes rate or rates prescribed herein and in the Notes, and (3) all other amounts that would then be due hereunder sums paid or upon advanced by the Notes if Trustee under this Indenture and the Event reasonable compensation, expenses, disbursements, and advances of Default giving rise to such acceleration had not occurredthe Trustee, its agents, and counsel; and (iib) all defaults and Events of DefaultDefault with respect to the Notes, other than the nonpayment non-payment of the principal of the Notes that which has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) 5.13 of the Base Indenture. No such rescission shall affect any subsequent default or impair any consequent right. Except for an Event of Default specified in Section 5.1(a) or 5.1(b), no other default, or failure to perform, or breach of any covenant or warranty of the Company, shall result in a right consequent theretoto accelerate the principal or interest due under the Securities then Outstanding.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default described in paragraphs (a), (b), (c), (d), (e), (k), (l) or (m) of Section 7.1 occurs and is continuing with respect to the Notes, then and in each and every such case, unless the principal of all the Notes shall have occurred already become due and be continuingpayable, the Indenture Trustee or shall, upon the Holders request of Notes evidencing Noteholders holding not less than 5125% in aggregate principal amount of the Note Balance of the Controlling Class mayNotes then Outstanding hereunder, upon prior written by notice to the Administrator (who shall promptly forward such notice to each Rating Agency), declare the Notes to be immediately due and payable by written notice in writing to the Issuer (and to the Indenture Trustee if given by the Noteholders), may declare the Depositor principal amount of all the Notes then Outstanding and the Servicerall accrued interest thereon to be due and payable immediately, and upon any such declaration the unpaid same shall become and shall be immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default described in paragraphs (f) (g), (h), (i) or (j) occurs and is continuing, then and in each and every such case, the principal amount of the NotesNotes then Outstanding and all accrued interest and other amounts thereon shall, together with accrued without any notice to the Issuer or any other act on the part of the Trustee or any Noteholder, become and unpaid interest thereon through the date of acceleration, shall become be accelerated and immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. (b) If At any time after a declaration of acceleration has been made with respect to the Notes have been declared immediately due and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article Vprovided, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling ClassMajority Noteholders, by written notice to the Issuer, the Depositor, the Indenture Trustee Issuer and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind receive and annul such declaration of acceleration and its consequences if: (i) the Issuer has there shall have been paid to or deposited with the Indenture Trustee a sum sufficient to pay pay: (A) all principal overdue installments of and interest on the Notes; (B) the principal of any Notes that have become due other than by such declaration of acceleration and all other amounts that would then be due hereunder or upon interest thereon at the respective rates provided in the Notes if for late payments of principal; (C) to the Event extent that payment of Default giving rise to such acceleration had not occurredinterest is lawful, interest upon overdue installments of interest at the respective rates provided in the Notes for late payments of interest; and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements, and advances of the Trustee, its agents and counsel; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.127.4. (c) No such rescission shall affect any subsequent default or impair any right consequent theretothereon.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred described in paragraph (a), (b) or (d) of Section 5.02 should occur and be continuingcontinuing with respect to a Series, the then and in every such case Indenture Trustee or the Holders of Notes evidencing not less representing more than 5150% of the Note Balance Outstanding Amount of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency), Series may declare all the Notes of such Series to be immediately due and payable payable, by written a notice in writing to the Issuer (and to the Indenture Trustee if given declared by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount Outstanding Amount of the Notessuch Series, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) . If the Notes have been declared immediately due and payable following an Event of DefaultDefault described in paragraph (c) of Section 5.02 should occur and be continuing, then the Outstanding Amount of each Series, together with accrued and unpaid interest thereon through the date of acceleration, shall automatically become due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V, the Holders of Notes evidencing not less representing more than 5150% of the Note Balance Outstanding Amount of the Controlling Classsuch Series, by written notice to Issuer (with a copy to the Issuer, the Depositor, the Administrator) and Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences ifconsequences; provided, that: (ia) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay pay: (i) all payments of principal of and interest on the Notes all Notes, and all other amounts amounts, that would then be due hereunder or upon the such Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of Indenture Trustee and its agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereto. The Issuer shall promptly provide to the Rating Agencies a copy of any notice from the Holders of Notes it has received pursuant to this Section 5.03.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred should occur and be continuing, then and in every such case the Indenture Trustee or the Holders of Notes evidencing representing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency), Notes may declare all the Notes to be immediately due and payable payable, by written a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount of the such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have . At any time after such declaration of acceleration of maturity has been declared immediately due made and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article VV provided, the Holders of Notes evidencing not less than 51% representing a majority of the Note Balance Outstanding Amount of the Controlling ClassNotes, by written notice to the Issuer, the Depositor, the Indenture Trustee Issuer and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay pay (A) all payments of principal of and interest on the all Notes and all other amounts that would then be due hereunder or upon the such Notes if the Event of Default giving rise to such acceleration had not occurred; and (B) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) . No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred occur and be continuing, then and in every such case the Indenture Trustee or may, and if so directed in writing by the Holders of Notes evidencing representing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency)of Notes shall, declare all the Notes to be then immediately due and payable payable, by written a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount Outstanding Amount of the such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have been declared immediately due and payable following an Event of DefaultDefault under this Indenture shall have occurred, before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided may, or if so requested in this Article V, the writing by Holders of Notes evidencing not less than 51% representing at least a majority of the Note Balance Outstanding Amount of the Controlling ClassClass of Notes, shall, declare by written notice to the IssuerIssuer all of the Notes to be immediately due and payable, and upon any such declaration, the DepositorOutstanding Amount of the Notes, together with accrued interest thereon through the Indenture Trustee date of acceleration, shall become immediately due and payable as provided in the Administrator Notes set forth in Exhibit A-▇, ▇▇▇▇▇▇▇ ▇-▇-▇, Exhibit A-2-B, Exhibit A-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit B and Exhibit C. Notwithstanding anything to the contrary in this paragraph (who shall promptly forward such notice to each Rating Agencyb), may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay all principal of and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the an Event of Default giving rise to such acceleration had not occurred; and specified in clauses (iid) all Events or (e) of Default, other than the nonpayment of the principal of Section 5.01 shall have occurred and be continuing the Notes that has shall become immediately due solely by such accelerationand payable at par, have been cured or waived as provided in Section 5.12together with accrued interest thereon. (c) No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency)Agency and the Swap Counterparty, declare the Notes to be immediately due and payable by written notice to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Master Servicer, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have been declared immediately due and payable following an Event of Default, before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided in this Article VArticle, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, by written notice to the Issuer, the Depositor, Depositor and the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay all payments of principal of and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes and under the Swap Agreement if the Event of Default giving rise to such acceleration had not occurred; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) . No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency), declare the Notes to be immediately due and payable by written notice to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have been declared immediately due and payable following an Event of Default, before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided in this Article V, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, by written notice to the Issuer, the Depositor, the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency), may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay all principal of and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) No such rescission shall affect any subsequent default or impair any right consequent thereto.. Table of Contents

Acceleration of Maturity; Rescission and Annulment. (a) If Upon the occurrence and continuance of an Event of Default, if (i) such Event of Default of the kind specified in Section 6.1(e) or Section 6.1(f) hereof occurs, (ii) an Event of Default of the kind specified in Section 6.1(a) hereof occurs and either (x) the Indenture Trustee has, in its good faith judgment, determined that the value of the assets comprising the Trust Estate is less than the Aggregate Outstanding Note Balance or (y) such Event of Default continues for two consecutive Payment Dates, then each Class of Notes shall have occurred automatically become due and be payable at its Outstanding Note Balance together with all accrued and unpaid interest thereon. (b) Upon the occurrence and continuance of an Event of Default, if such Event of Default is of the kind specified in Section 6.1(a) hereof (other than as described in Section 6.2(a) above), the Indenture Trustee shall, upon notice from Noteholders representing at least 66-2/3% of the Adjusted Note Balance of the most senior Class of Notes then Outstanding (and, if payment of interest and principal on the most senior Class of Notes then Outstanding is current, the consent of the Noteholders representing at least 66-2/3% of the Adjusted Note Balance of the most senior Class of Notes which has failed to receive one or more payments of 50 (c) Upon the occurrence and continuance of an Event of Default, if such Event of Default (other than an Event of Default of the kind described in Sections 6.2(a) or (b) hereof) shall occur and is continuing, the Indenture Trustee or the Holders of Notes evidencing not less than 51shall, upon notice from Noteholders representing at least 66-2/3% of the Adjusted Note Balance of the Controlling most senior Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency)of Notes then Outstanding, declare the each Class of Notes to be immediately due and payable by written notice to the Issuer at its Outstanding Note Balance plus all accrued and unpaid interest thereon. (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon d) Upon any such declaration or automatic acceleration, the unpaid principal amount Outstanding Note Balance of the Notes, each Class of Notes together with all accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payablepayable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Issuer. The Indenture Trustee shall promptly send a notice of any declaration or automatic acceleration to each Rating Agency. (be) If the Notes have At any time after such a declaration of acceleration has been declared immediately due and payable following an Event of Default, made but before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article VVI provided, the Holders of Notes evidencing not less than 51Noteholders representing at least 66-2/3% of the Adjusted Note Balance of the Controlling most senior Class Outstanding (and, if the consent of another Class shall have been required for such declaration, Noteholders representing at least 66-2/3% of the Adjusted Note Balance of such Class, ) by written notice to the Issuer, the Depositor, Issuer and the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay pay: (1) all principal due on any Class of Notes which has become due otherwise than by such declaration of acceleration and interest on thereon from the date when the same first became due until the date of payment or deposit, (2) all interest due with respect to any Class of Notes and, to the extent that payment of such interest is lawful, interest upon overdue interest from the date when the same first became due until the date of payment or deposit at a rate per annum equal to the applicable Note Rate, and (3) all sums paid or advanced by the Indenture Trustee hereunder and all other amounts that would then be due hereunder or upon the Notes if reasonable compensation, expenses, disbursements, and advances of each of the Event of Default giving rise to such acceleration had not occurredIndenture Trustee and the Servicer, its agents and counsel; and (ii) all Events of DefaultDefault with respect to the Notes, other than the nonpayment non‑payment of the principal Outstanding Note Balance of each Class of Notes which became 51 (f) An automatic acceleration under Section 6.2(a) hereof may only be rescinded and annulled by Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12then Outstanding. (cg) No such Notwithstanding Section 6.2(d) and (e) hereof, (i) if the Indenture Trustee shall have commenced making payments as described in Section 6.6 hereof, no acceleration may be rescinded or annulled and (ii) no rescission shall affect any subsequent default Events of Default or impair any right rights consequent theretothereon.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred occur and be continuing, then and in every such case the Indenture Trustee or may, and if so directed in writing by the Holders of Notes evidencing representing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency)of Notes shall, declare all the Notes to be then immediately due and payable payable, by written a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount Outstanding Amount of the such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have been declared immediately due and payable following an Event of DefaultDefault under this Indenture shall have occurred, before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided may, or if so requested in this Article V, the writing by Holders of Notes evidencing not less than 51% representing at least a majority of the Note Balance Outstanding Amount of the Controlling ClassClass of Notes, shall, declare by written notice to the IssuerIssuer all of the Notes to be immediately due and payable, and upon any such declaration, the DepositorOutstanding Amount of the Notes, together with accrued interest thereon through the Indenture Trustee date of acceleration, shall become immediately due and payable as provided in the Administrator Notes set forth in Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit B and Exhibit C. Notwithstanding anything to the contrary in this paragraph (who shall promptly forward such notice to each Rating Agencyb), may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay all principal of and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the an Event of Default giving rise to such acceleration had not occurred; and specified in clauses (iid) all Events or (e) of Default, other than the nonpayment of the principal of Section 5.01 shall have occurred and be continuing the Notes that has shall become immediately due solely by such accelerationand payable at par, have been cured or waived as provided in Section 5.12together with accrued interest thereon. (c) No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred occur and be continuingcontinuing (other than the Events of Default specified in Section 5.1(f) or 5.1(g)), the Indenture Trustee may (and shall at the direction of a Majority, by outstanding principal amount, of each Class of Offered Notes voting as a separate Class (excluding any Notes owned by the Loan Obligation Manager or the Holders any of its Affiliates or by any accounts managed by them), or if no Class of Offered Notes evidencing not less than 51% is outstanding, a majority by outstanding principal amount, of the Note Balance of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency)E Notes, declare the principal of and accrued and unpaid interest on all the Notes to be immediately due and payable by written notice to the Issuer (and to any such acceleration shall automatically terminate the Indenture Trustee if given by NoteholdersReplacement Period), the Depositor and the Servicer, and upon . Upon any such declaration the unpaid principal amount of the Notessuch principal, together with all accrued and unpaid interest thereon through thereon, and other amounts payable thereunder in accordance with the date Priority of acceleration, shall Payments will become immediately due and payablepayable (except that in the case of an Event of Default described in Section 5.1(f) or 5.1(g) above, such an acceleration shall occur automatically and without any further action and any such acceleration shall automatically terminate the Replacement Period). If the Notes are accelerated, payments shall be made in the order and priority set forth in Section 11.1(a) hereof. (b) If At any time after such a declaration of acceleration of Maturity of the Notes have has been declared immediately due made, and payable following an Event of Default, before a judgment or decree for payment of the amount amounts due has been obtained by the Indenture Trustee as hereinafter provided in this Article V5, a Majority of each Class of Offered Notes (voting as a separate Class and excluding any Notes owned by the Holders Loan Obligation Manager or any of its Affiliates or by any accounts managed by them), or if no Class of Offered Notes evidencing not less than 51% is outstanding, a majority by outstanding principal amount, of the Note Balance Class E Notes, other than with respect to an Event of the Controlling ClassDefault specified in Section 5.1(d), 5.1(e), 5.1(h) or 5.1(i), by written notice to the Issuer, the Depositor, the Indenture Trustee Co-Issuer and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer or the Co-Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay pay: (A) all unpaid installments of interest on and principal of and interest on the Notes and all other amounts that would then be due and payable hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; (B) all unpaid taxes of the Issuer and the Co-Issuer, Company Administrative Expenses and other sums paid or advanced by or otherwise due and payable to the Trustee hereunder; (C) with respect to the Advancing Agent and the Backup Advancing Agent, any amount due and payable for unreimbursed Interest Advances and Reimbursement Interest; and (D) with respect to the Loan Obligation Management Agreement, any Loan Obligation Manager Fee then due and any Company Administrative Expense due and payable to the Loan Obligation Manager thereunder; and (ii) the Trustee has determined that all Events of DefaultDefault of which it has actual knowledge, other than the nonpayment non-payment of the interest and principal of on the Notes that has have become due solely by such acceleration, have been cured and a Majority of the Controlling Class, by written notice to the Trustee, has agreed with such determination (which agreement shall not be unreasonably withheld or delayed) or waived as provided in Section 5.12. (c) 5.14. At any such time that the Trustee, subject to Section 5.2(b), shall rescind and annul such declaration and its consequences as permitted hereinabove, the Trustee shall preserve the Assets in accordance with the provisions of Section 5.5 with respect to the Event of Default that gave rise to such declaration; provided, however, that if such preservation of the Assets is rescinded pursuant to Section 5.5, the Notes may be accelerated pursuant to the first paragraph of this Section 5.2, notwithstanding any previous rescission and annulment of a declaration of acceleration pursuant to this paragraph. No such rescission shall affect any subsequent default Default or impair any right consequent theretothereon. (c) Subject to Sections 5.4 and 5.5, a Majority of the Controlling Class shall have the right to direct the Trustee in the conduct of any Proceedings for any remedy available to the Trustee or in the sale of any or all of the Assets; provided that (i) such direction will not conflict with any rule of law or this Indenture; (ii) the Trustee may take any other action not inconsistent with such direction; (iii) the Trustee determines that such action will not subject it to liability (unless the Trustee has received satisfactory indemnity or reasonable security against any such liability); and (iv) any direction to undertake a sale of the Assets may be made only as described in Section 5.17. (d) As security for the payment by the Issuer of the compensation and expenses of the Trustee and any sums the Trustee may be entitled to receive as indemnification by the Issuer, the Issuer hereby grants the Trustee a lien on the Assets, which lien is senior to the lien of the Noteholders. The Trustee’s lien shall be subject to the Priority of Payments and exercisable by the Trustee only if the Notes have been declared due and payable following an Event of Default and such acceleration has not been rescinded or annulled. (e) A Majority of the Aggregate Outstanding Amount of Notes of the Controlling Class, may, prior to the time a judgment or decree for the payment of amounts due has been obtained by the Trustee, waive any past Default on behalf of the holders of all the Notes and its consequences in accordance with Section 5.14.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency)Agency and the Administrator, declare the Notes to be immediately due and payable by written notice to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have been declared immediately due and payable following an Event of Default, before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided in this Article V, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, by written notice to the Issuer, the Depositor, the Indenture Trustee Trustee, the Rating Agencies and the Administrator (who shall promptly forward such notice to each Rating Agency)Administrator, may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay all principal of and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) . No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default (other than an Event of Default specified in Sections 6.01(h) and (i)) shall have occurred occur and be continuing, the Indenture Trustee or the Holders of Notes evidencing not less than 5125% in aggregate principal amount of the Note Balance Notes then outstanding may, and the Trustee at the request of the Controlling Class may, upon prior written notice to Holders of not less than 25% in aggregate principal amount of the Administrator (who shall promptly forward such notice to each Rating Agency)Notes then outstanding shall, declare all unpaid principal of, premium, if any, and accrued interest on all the Notes to be immediately due and payable immediately, by written a notice in writing to the Issuer Company (and to the Indenture Trustee if given by Noteholdersthe Holders of the Notes). If an Event of Default specified in clause (h) or (i) of Section 6.01 occurs and is continuing, then all the Depositor Notes shall ipso facto become and be immediately due and payable, in an amount equal to the Servicer, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through interest, if any, to the date of acceleration, shall the Notes become immediately due and payable. (b) If , without any declaration or other act on the Notes have part of the Trustee or any Holder. At any time after such declaration of acceleration has been declared immediately due and payable following an Event of Default, made but before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article Vprovided, the Holders of Notes evidencing not less than 51% a majority in aggregate principal amount of the Note Balance of the Controlling ClassNotes outstanding, by written notice to the Issuer, the Depositor, the Indenture Trustee Company and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (ia) the Issuer Company has paid or deposited with the Indenture Trustee a sum sufficient to pay pay (i) all principal sums paid or advanced by the Trustee under Section 11.2 of the Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; Notes, and (iiiii) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (b) all Events of Default, other than the nonpayment non-payment of the principal of the Notes that has which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.12.6.03; and (c) the rescission will not conflict with any judgment or decree. No such rescission shall affect any subsequent default Default or impair any right consequent theretothereon.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred (other than those specified in Section 6.01(e) and be Section 6.01(f)) occurs and is continuing, then and in every such case the Indenture Trustee or the Holders of Notes evidencing not less than 5125% in aggregate Principal Amount of the Note Balance outstanding Notes may declare the Principal Amount plus accrued and unpaid interest of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency), declare the outstanding Notes to be immediately due and payable immediately, by written a notice in writing to the Issuer Company (and to the Indenture Trustee if given by NoteholdersHolders), the Depositor and the Servicer, and upon any such declaration the unpaid such principal amount of the Notes, together with plus accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default specified in Section 6.01(e) or Section 6.01(f), the Principal Amount plus accrued and unpaid interest on the outstanding Notes will ipso facto become due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) If the Notes have At any time after such a declaration of acceleration has been declared immediately due made, or after automatic acceleration without declaration, and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article Vprovided, the Holders of Notes evidencing not less than 51% a majority in aggregate Principal Amount of the Note Balance of the Controlling Classoutstanding Notes, by written notice to the Issuer, the Depositor, the Indenture Trustee Company and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid such rescission and annulment will not conflict with any judgment or deposited with the Indenture Trustee decree of a sum sufficient to pay all principal court of and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurredcompetent jurisdiction; and (ii) all Events of Default, other than the nonpayment non-payment of the principal of Principal Amount plus accrued and unpaid interest on the Notes that has which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.126.12. (c) No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred and be continuing, then and in every such case the Indenture Trustee or the Holders of Notes evidencing not less than 51% Noteholders representing at least a majority of the Note Balance Outstanding Amount of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency), may declare all the Notes to be immediately due and payable payable, by written notice to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount of the Notessuch Controlling Class, together with accrued and unpaid interest thereon through the date of accelerationsuch declaration, shall become immediately due and payable. (b) If the Notes have , subject, however, to Section 5.4 hereof. At any time after such declaration of acceleration of maturity has been declared immediately due made and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article VV provided, the Holders of Notes evidencing not less than 51% Noteholders representing at least a majority of the Note Balance Outstanding Amount of the Controlling Class, by written notice to the Issuer, the Depositor, Issuer and the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (ia) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay make all payments of principal of and interest on the all Notes and all other amounts that would then be due hereunder or upon the such Notes if the Event of Default giving rise to such acceleration had not occurred; and (iib) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) 5.12 hereof. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default, other than an Event of Default shall have occurred pursuant to Section 5.01(g), should occur and be continuing, then and in every such case, the Indenture Trustee or may and, upon the written direction of the Holders of Notes evidencing Bonds representing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class mayBonds, upon prior written notice to shall declare all the Administrator (who shall promptly forward such notice to each Rating Agency), declare the Notes Bonds to be immediately due and payable payable, by written a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount of the NotesBonds, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have . At any time after such declaration of acceleration of maturity has been declared immediately due made and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article VV provided, the Holders of Notes evidencing not less than 51% Bonds representing a majority of the Note Balance Outstanding Amount of the Controlling ClassBonds, by written notice to the Issuer, the Depositor, the Indenture Trustee Issuer and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (ia) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay pay: (1) all payments of principal of and interest on the Notes all Bonds and all other amounts that would then be due hereunder or upon the Notes such Bonds if the Event of Default giving rise to such acceleration had not occurred; and (ii2) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel and all amounts due under the Fee and Indemnity Agreement; and (b) all Events of Default, other than the nonpayment of the principal of the Notes Bonds that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) . No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency), declare the Notes to be immediately due and payable by written notice to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have been declared immediately due and payable following an Event of Default, before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided in this Article V, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, by written notice to the Issuer, the Depositor, the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency), may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay all principal of and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section Section 5.12. (c) No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred described in paragraph (4) of Section 6.1 occurs and be is continuing, then the Indenture Trustee or the Holders of Notes evidencing not less than 51% thirty percent (30%) in aggregate principal amount of the Note Balance of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency), Debentures then Outstanding may declare the Notes principal of all the Debentures to be immediately due and payable immediately, by written a notice in writing to the Issuer Company (and to the Indenture Trustee if given by Noteholdersthe Debentureholders), the Depositor and the Servicer, and upon any such declaration the unpaid declaration, such principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have . At any time after such a declaration of acceleration has been declared immediately due made and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article Vprovided, the Holders of Notes evidencing not less than 51% a majority in principal amount of the Note Balance of the Controlling ClassDebentures then Outstanding, by written notice to the Issuer, the Depositor, the Indenture Trustee Company and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i1) the Issuer Company has paid or deposited with the Indenture Trustee a sum sufficient to pay pay: (a) all overdue interest on all Debentures; (b) the principal of any Debentures which have become due otherwise than by such declaration of acceleration and interest on thereon at the Notes and all other amounts that would then be due hereunder or upon rate borne by the Notes if the Event of Default giving rise to such acceleration had not occurredDebentures; and (iic) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; (2) all Events of Default, other than the nonpayment non-payment of the principal of the Notes that has Debentures which have become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) 6.13. No such rescission shall affect any subsequent default or impair any right consequent theretothereon.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred occurs and be is continuing, then and in every such case, subject to the Indenture Intercreditor Agreement, the Trustee or the Requisite Holders of Notes evidencing not less than 51% may, and the Trustee, upon the request of the Note Balance of the Controlling Class mayRequisite Holders, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency)shall, declare the Notes principal of all the Securities to be immediately due and payable immediately, by written a notice in writing to the Issuer Company (and to the Indenture Trustee if given by Noteholders)the Holders) and, if the Depositor and Letter of Credit Agreement is in effect, to Bankers Trust Company (at One Bankers Trust Plaza, 130 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇tention: Carl ▇. ▇▇▇▇▇) ▇▇d to the Servicertrustee under the Junior Subordinated Debenture Indenture (at [One Stat▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇tention: Corporate Trust Administration]) and upon any such declaration the unpaid principal amount of the Notessuch principal, together with interest accrued thereon, shall become due and unpaid payable; provided that if an Event of Default specified in subsections 501(e) or (f) occurs, then such principal, together with interest thereon through the date of accelerationaccrued thereon, shall become immediately due and payable. (b) If the Notes have payable without any such declaration or notice or any other action and references in this Indenture to "declaration of acceleration" shall include such automatic acceleration. At any time after such declaration of acceleration has been declared immediately due made and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article Vprovided, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling ClassRequisite Holders, by written notice to the Issuer, the Depositor, the Indenture Trustee Company and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay all principal of and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred described in Section 7.01(i) or (ii) occurs with respect to the Notes and be is continuing, then, and in each and every such case, either the Indenture Trustee or the Holders of Notes evidencing not less than 5125% in aggregate principal amount of the Note Balance of the Controlling Class may, upon prior written Outstanding Notes by notice in writing to the Administrator (who shall promptly forward such notice to each Rating Agency), declare the Notes to be immediately due and payable by written notice to the Issuer Company (and to the Indenture Trustee if given by NoteholdersHolders), may declare the Depositor entire principal of the Notes, and the Servicerinterest accrued thereon, if any, to be due and payable immediately, and upon any such declaration declaration, the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, same shall become immediately due and payable. (b) If an Event of Default described in Section 7.01(iii) occurs with respect to Notes and is continuing for a period of 60 days after the Notes have been declared immediately due and payable following date on which the underlying Default becomes an Event of Default, before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided then, and in this Article Veach and every such case, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, by written notice to the Issuer, the Depositor, the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency), may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay all principal of and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all Events of Default, other than the nonpayment of unless the principal of the Notes that has shall have already become due solely and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes by notice in writing to the Company (and to the Trustee if given by Holders), may declare the entire principal of all of the Outstanding Notes, and the interest accrued thereon, if any, to be due and payable immediately, and upon such accelerationdeclaration, have been cured or waived as provided in Section 5.12the same shall become immediately due and payable. (c) No such rescission If an Event of Default described in Section 7.01(vi) occurs and is continuing, then the principal amount of all the Outstanding Notes, and the interest accrued thereon, if any, shall affect become and be immediately due and payable without any subsequent default declaration or impair other act on the part of the Trustee or any right consequent theretoHolder. (d) The foregoing provisions are subject to the condition that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided:

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default described in paragraphs (a), (b), (c), (d), (e), (f), (l), (m), (n), (o), (p) or (q) of Section 7.1 occurs and is continuing with respect to the Notes, then and in each and every such case, unless the principal of all the Notes shall have occurred already become due and be continuingpayable, the Indenture Trustee or shall, upon the Holders request of Notes evidencing Noteholders holding not less than 5125% in aggregate principal amount of the Note Balance of the Controlling Class mayNotes then Outstanding hereunder, upon prior written by notice to the Administrator (who shall promptly forward such notice to each Rating Agency), declare the Notes to be immediately due and payable by written notice in writing to the Issuer (and to the Indenture Trustee if given by the Noteholders), may declare the Depositor principal amount of all the Notes then Outstanding and the Servicerall accrued interest thereon to be due and payable immediately, and upon any such declaration the unpaid same shall become and shall be immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default described in paragraphs (g), (h), (i), (j) or (k) occurs and is continuing, then and in each and every such case, the principal amount of the NotesNotes then Outstanding and all accrued interest and other amounts thereon shall, together with accrued without any notice to the Issuer or any other act on the part of the Trustee or any Noteholder, become and unpaid interest thereon through the date of acceleration, shall become be accelerated and immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. (b) If At any time after a declaration of acceleration has been made with respect to the Notes have been declared immediately due and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article Vprovided, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling ClassMajority Noteholders, by written notice to the Issuer, the Depositor, the Indenture Trustee Issuer and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind receive and annul such declaration of acceleration and its consequences if: (i) the Issuer has there shall have been paid to or deposited with the Indenture Trustee a sum sufficient to pay pay: (A) all principal overdue installments of and interest on the Notes; (B) the principal of any Notes that have become due other than by such declaration of acceleration and all other amounts that would then be due hereunder or upon interest thereon at the respective rates provided in the Notes if for late payments of principal; (C) to the Event extent that payment of Default giving rise to such acceleration had not occurredinterest is lawful, interest upon overdue installments of interest at the respective rates provided in the Notes for late payments of interest; and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements, and advances of the Trustee, its agents and counsel; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.127.4. (c) No such rescission shall affect any subsequent default or impair any right consequent theretothereon.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred occur and be continuing, then and in every such case the Indenture Trustee or may, and if so directed in writing by the Holders of Notes evidencing representing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency)of Notes shall, declare all the Notes to be then immediately due and payable payable, by written a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount Outstanding Amount of the such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have been declared immediately due and payable following an Event of DefaultDefault under this Indenture shall have occurred, before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided may, or if so requested in this Article V, the writing by Holders of Notes evidencing not less than 51% representing at least a majority of the Note Balance Outstanding Amount of the Controlling ClassClass of Notes, shall, declare by written notice to the IssuerIssuer all of the Notes to be immediately due and payable, and upon any such declaration, the DepositorOutstanding Amount of the Notes, together with accrued interest thereon through the Indenture Trustee date of acceleration, shall become immediately due and payable as provided in the Administrator Notes set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit B, Exhibit C and Exhibit D. Notwithstanding anything to the contrary in this paragraph (who shall promptly forward such notice to each Rating Agencyb), may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay all principal of and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the an Event of Default giving rise to such acceleration had not occurred; and specified in clauses (iid) all Events or (e) of Default, other than the nonpayment of the principal of Section 5.01 shall have occurred and be continuing the Notes that has shall become immediately due solely by such accelerationand payable at par, have been cured or waived as provided in Section 5.12together with accrued interest thereon. (c) No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred should occur and be continuing, then and in every such case the Indenture Trustee Secured Party or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Majority Priority Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency), Creditors may declare the Notes Outstanding Credit to be immediately due and payable payable, by written a notice in writing to the Issuer (and to the Indenture Trustee Secured Party if given by Noteholdersthe Creditors), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount of the Notessuch Outstanding Credit, together with accrued and unpaid interest thereon through (with respect to the Senior Credit) to the date of acceleration, shall become immediately due and payable. (b) If the Notes have , subject, however, to Section 6.04 hereof. At any time after such declaration of acceleration of maturity has been declared immediately due made and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee Secured Party as hereinafter provided in this Article VArticle, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling ClassMajority Priority Class Creditors, by written notice to the Issuer, the Depositor, the Indenture Trustee Issuer and the Administrator (who shall promptly forward such notice to each Rating Agency)Secured Party, may rescind and annul such declaration of acceleration and its consequences ifif either of the following occur: (ia) the Issuer has paid or deposited with the Indenture Trustee Secured Party a sum sufficient to pay pay: (i) all payments of principal of and interest interest, as applicable, on the Notes Credit and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Secured Party hereunder and the reasonable compensation, expenses, disbursements and advances of the Secured Party, the Owner Trustee, the Administrator and the Servicer and their agents and counsel; or (b) all Events of Default, other than the nonpayment of the principal of the Notes Credit that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) 6.14 hereof. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred should occur and be continuing, continuing then and in every such case the Indenture Trustee may (with the prior written consent of the Note Insurer), and, at the written direction of the Note Insurer, or if a Note Insurer Default exists, the Holders of Notes evidencing representing not less than 51% a majority of the Note Balance Principal Balances of the Controlling Class mayall Notes, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency)shall, declare the Notes to be immediately due and payable payable, by written a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount Note Principal Balance of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have been declared immediately due and payable following . At any time after such declaration of acceleration of maturity with respect to an Event of Default, Default has been made and before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article VV provided, the Note Insurer or, if a Note Insurer Default exists, the Holders of Notes evidencing not less than 51% representing a majority of the Note Balance Principal Balances of the Controlling Classall Notes, by written notice to the Issuer, the Depositor, Issuer and the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may waive the related Event of Default and rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay all principal of and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred should occur and be continuing, then and in every such case the Indenture Trustee or the Holders of Notes evidencing representing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency), may declare all the Notes to be immediately due and payable payable, by written a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount of the such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have . At any time after such declaration of acceleration of maturity has been declared immediately due made and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article VV provided, the Holders of Notes evidencing not less than 51% representing a majority of the Note Balance Outstanding Amount of the Controlling Class, by written notice to the Issuer, the Depositor, Issuer and the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay pay: (A) all payments of principal of and interest on the all Notes and all other amounts that would then be due hereunder or upon the such Notes if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all Events of Defaultsums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, other than the nonpayment expenses, disbursements and advances of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) No such rescission shall affect any subsequent default or impair any right consequent thereto.Indenture Trustee and its agents and counsel; and

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred should occur and be continuing, then and in every such case the Indenture Trustee may, and at the direction or upon the prior written consent of the Holders of Notes evidencing not less than 51at least 66 2/3% of the Note Balance Outstanding Amount of the Controlling Most Senior Class may, upon prior written notice to the Administrator (who of Notes shall promptly forward such notice to each Rating Agency), declare all the Notes to be immediately due and payable payable, by written a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the ServicerIssuer, and upon any such declaration the unpaid principal amount of the such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have . At any time after such declaration of acceleration of maturity has been declared immediately due made and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article VV provided, the Holders of Notes evidencing not less than 51at least 66 2/3% of the Note Balance Outstanding Amount of the Controlling ClassMost Senior Class of Notes, by written notice to the Issuer, the Depositor, Issuer and the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) if the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay pay: (a) all payments of principal of and interest on the Notes and all other amounts that would then be due hereunder or upon the such Notes if the Event of Default giving rise to such acceleration had not occurred; and (iib) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel; and (c) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred (other than an Event of Default specified in Condition 11(A)(6) or 11(A)(7)) occurs and be is continuing, then and in every such case the Indenture Trustee or Majority Holders may declare the Holders principal amount of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency), declare all the Notes to be immediately due and payable immediately, by written a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the ServicerCompany, and upon any such declaration the unpaid such principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b. If an Event of Default specified in Condition 11(A)(6) If or Condition 11(A)(7) occurs and is continuing, then the principal amount of all the Notes have been declared shall ipso facto become and be immediately due and payable following an Event without any declaration or other act on the part of Default, any Noteholder. At any time after a declaration of acceleration has been made and before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee Majority Holders as hereinafter provided in this Article VCondition provided, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling ClassMajority Holders, by with written notice to the Issuer, the Depositor, the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency)Company, may rescind and annul such declaration of acceleration and its consequences if: (1) the Company has paid or deposited in a manner satisfactory to such Holders a sum sufficient to pay (i) the Issuer all unpaid principal of any Outstanding Notes which has become due otherwise than by such declaration of acceleration, and (ii) all reasonable sums paid or deposited with advanced by the Indenture Trustee a sum sufficient to pay all principal of and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurredHolders hereunder; and (ii2) all Events of Default, other than the nonpayment non-payment of the amounts of principal of the on Notes that has which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.12. (cCondition 11(K) No such rescission shall affect any subsequent default or impair any right consequent theretothereon.

Acceleration of Maturity; Rescission and Annulment. (a) If an any Event of Default shall have occurred and be continuingoccurs under subparagraph (d) of Section 11.1, the Indenture Trustee or the Holders principal of Notes evidencing not less than 51% each Class of the Note Balance of the Controlling Class mayNotes, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency)together with accrued and unpaid interest thereon, declare the Notes to will automatically be accelerated and become immediately due and payable by written notice to payable. If any other Event of Default occurs, (A) the Issuer Insurer, if no Insurer Default has occurred and is continuing or (and to B) during the Indenture Trustee if given by Noteholders)continuation of an Insurer Default, the Depositor and Majority Holders may accelerate the Servicer, and upon any such declaration Notes by declaring the unpaid principal amount of the each Class of Notes, together with accrued and unpaid interest thereon through to be immediately due and payable, by a notice in writing to the date of accelerationIssuer, the Trustee, the Insurer and the Swap Counterparty and upon any such declaration such principal and interest shall become immediately due and payable. (b) If At any time after such an acceleration or declaration of acceleration of the Notes have has been declared immediately due made and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article VIndenture, such acceleration may be rescinded by (A) the Insurer, if no Insurer Default has occurred and is continuing or (B) during the continuation of an Insurer Default, the Majority Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, by written notice to the Issuer, the Depositor, the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency), may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay all principal of and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) Swap Counterparty. No such rescission shall affect any subsequent default Event of Default or impair any right consequent theretothereon. (c) If an Event of Default has occurred and the Notes have been accelerated, payments will continue to be made in accordance with the Priority of Payment unless a Rapid Amortization Event has also occurred, in which case payments will be made as provided in Section 3.1 upon the occurrence of a Rapid Amortization Event; provided, however, if the Trustee has sold the Collateral under this Indenture, then payments shall be made as provided in Section 11.7.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred should occur and be continuing, (other than an Event of Default specified in Section 5.01(f) or Section 5.01(g) hereof), then and in every such case the Indenture Trustee or may, and shall at the Holders of Notes evidencing not less than 51% direction of the Note Balance of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency)Super-Majority Noteholders, declare the Notes to be immediately due and payable by written a notice in writing to the Issuer (who shall promptly forward the same to the Rating Agency) (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon thereon, through the date of acceleration, shall become immediately due and payable. (b. If an Event of Default specified in Section 5.01(f) If or Section 5.01(g) hereof occurs, the Notes have been declared unpaid principal amount of the Notes, together with accrued and unpaid interest thereon, through the date of acceleration, shall automatically, and without any notice to the Issuer, become immediately due and payable following an Event payable. At any time after such declaration or automatic occurrence of Default, acceleration of maturity and before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V‎Article V provided, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling ClassSuper-Majority Noteholders, by written notice to the Issuer, the Depositor, the Indenture Trustee Issuer and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (iA) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay pay: (i) all payments of principal of and interest on the Notes Notes, and all other amounts that would then be due hereunder or hereunder, upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, indemnities, disbursements and advances of the Trustee and its agents and counsel; and (B) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) ‎Section 5.12 hereof. No such rescission or annulment shall affect any subsequent default or impair any right consequent thereto. If the notes are accelerated following an Event of Default, then on each Payment Date on or after such Event of Default, payments will be made by the Trustee from all funds available to it in the same order of priority as that provided for in Section 7.05(c) of the Sale and Servicing Agreement.

Acceleration of Maturity; Rescission and Annulment. (a) If any Event of Default (other than an Event of Default shall have occurred specified in Section 5.01(g) above) occurs and be is continuing, then and in every such case the Indenture Trustee or the Holders of Notes evidencing not less than 51at least 25% in principal amount of the Note Balance of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency), Outstanding Notes issued under this Indenture may declare the principal, premium, if any, interest and any other monetary obligations on all the Outstanding Notes to be immediately due and payable immediately, by written a notice in writing to the Issuer (and to the Indenture Trustee if given by NoteholdersHolders); provided that no such declaration may occur with respect to any action taken, and reported publicly or to Holders, more than two years prior to the date of such declaration. The Trustee shall have no obligation to accelerate the Notes. The Trustee shall have no obligation to determine when or if any Holders have been notified of any such action or to track when such two- year period starts or concludes. Any time period to cure any actual or alleged Default or Event of Default may be extended or stayed by a court of competent jurisdiction. Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (each a “Directing Holder”) must be accompanied by a written representation from each such Holder delivered to the Issuer and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the Depositor case of a Noteholder Direction relating to the delivery of a notice of Default shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Issuer with such other information as the Issuer may reasonably request from time to time in order to verify the accuracy of such Noteholder’s Position Representation within five (5) Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee, and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provide to the Trustee an Officer’s Certificate stating that the Issuer has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the Servicercure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer provides to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and upon the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such declaration Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the 76709813v13 47 percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio (other than any indemnity such Directing Holder may have offered the Trustee), with the effect that such Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default. Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default specified in Section 5.01(g) shall not require compliance with the foregoing paragraphs of this Section 5.02(a). For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee shall have no liability to the Issuer, any Holder or any other Person in acting in good faith on a Noteholder Direction. If the Notes are accelerated or otherwise become due prior to March 15, 2027 for any reason (including the acceleration of claims by operation of law), in each case, as a result of an Event of Default, the amount of principal, accrued and unpaid interest and premium on the Notes that becomes due and payable shall equal 100% of the principal amount of the NotesNotes then outstanding plus the Applicable Premium or, together with following March 15, 2025, the amount by which the applicable Redemption Price exceeds the principal amount of the Notes (the “Redemption Price Premium”), as applicable, pursuant to Section 11.01 in effect on the date of such acceleration, plus accrued and unpaid interest thereon through on the applicable Notes as of the date of acceleration, shall as if such acceleration were an optional redemption of the Notes pursuant to Section 11.01. Without limiting the generality of the foregoing, in the event the Notes are accelerated or otherwise become immediately due prior to March 15, 2027, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of an Event of Default arising under Section 5.01(g) (including the acceleration of claims by operation of law)), the Applicable Premium or the Redemption Price Premium, as applicable, with respect to an optional redemption pursuant to Section 11.01 will also be due and payable.payable as though the Notes were optionally redeemed and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any premium (including the Applicable Premium or the Redemption Premium, as applicable) payable above shall be deemed to be principal of the Notes and interest shall accrue on the full principal amount of the Notes (including the Applicable Premium or the Redemption Price Premium, as applicable) from and after the applicable triggering event, including in connection with an Event of Default specified in Section 5.01(g). Any premium payable pursuant to this paragraph shall be presumed to be the liquidated damages sustained by each Holder as the result of the acceleration of the Notes and the Issuer agrees that it is reasonable under the circumstances currently existing. The premium (including the Applicable Premium or the Redemption Premium, as applicable) shall also be payable in the event the Notes (and/or this Indenture) are satisfied, released or discharged by foreclosure, whether by power of judicial (b) If Upon the effectiveness of such declaration, such principal and interest will be due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in Section 5.01(g) above occurs, then the principal amount of all Outstanding Notes have been declared shall ipso facto become and be immediately due and payable following an Event without any notice, declaration or other act on the part of Default, the Trustee or any Holder. (c) At any time after a declaration of acceleration has been made and before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article VArticle, the Holders of Notes evidencing not less than 51% a majority in aggregate principal amount of the Note Balance of the Controlling ClassOutstanding Notes, by written notice to the Issuer, the Depositor, the Indenture Trustee Issuer and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences consequences, so long as such rescission and annulment would not conflict with any judgment of a court of competent jurisdiction, if: : (i1) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay pay: (A) all overdue interest on all Outstanding Notes, (B) all unpaid principal of (and premium, if any, on) any Outstanding Notes which has become due otherwise than by such declaration of acceleration, and interest on such unpaid principal at the Notes and all other amounts rate borne by the Notes, (C) to the extent that would then be due hereunder or upon payment of such interest is lawful, interest on overdue interest at the Notes if rate borne by the Event of Default giving rise to such acceleration had not occurred; Notes, and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default of the kind specified in clause (4) or (5) of Section 6.1 occurs, the unpaid principal amount of all of the Notes shall have occurred automatically become immediately due and be payable without notice, presentment or demand of any kind. If an Event of Default (other than an Event of Default of the kind specified in clause (4) or (5) of Section 6.1) occurs and is continuing, then and in every such case the Indenture Trustee may or at the direction of the Majority Holders (or, if the only Event of Default occurring is an Event of Default with respect to a Seller or Servicer set forth in clauses (2), (3) or (6) of Section 6.1, then the Holder or the Holders of Notes evidencing not less than 5166 2/3% of the aggregate Outstanding Note Balance of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating AgencyNotes), the Trustee shall declare the principal of all of the Notes to be immediately due and payable payable, by written a notice in writing to the Issuer Company (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid such principal amount of the Notes, (together with all accrued and previously unpaid interest thereon through the date of acceleration, interest) shall become immediately due and payable. (b) If . The Trustee shall give notice to each Noteholder and DCR of such declaration. Notwithstanding the foregoing, the Trustee may not declare the Notes have been declared immediately to be due and payable following pursuant to this Section 6.2 as a result of an Event of DefaultDefault arising solely from the Company's failure to perform its agreements set forth in Section 7.7. At any time after such a declaration of acceleration has been made, but before any Sale of the Trust Estate has been made or a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article Vprovided, the Holders of Notes evidencing not less than 5166 2/3% of the aggregate Outstanding Note Balance of the Controlling ClassNotes, by written notice to the Issuer, the Depositor, the Indenture Trustee Company and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences consequence if: (i1) the Issuer Company has paid or deposited with the Indenture Trustee a sum sufficient to pay pay (A) all overdue installments of interest on all Class A, Class B, Class C and Class D Notes, (B) the principal of any of the Class A, Class B, Class C or Class D Notes which has become due otherwise than by such declaration of acceleration and interest thereon at the applicable Note Interest Rate, (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest on the Class A, Class B, Class C and Class D Notes at the rate specified therefor in the applicable Notes, and (D) all sums paid or advanced by the Trustee hereunder and all other amounts that would then be due hereunder or upon the Notes if Back-up Servicer under the Event Servicing Agreement and the reasonable compensation, expenses, disbursements and advances of Default giving rise to such acceleration had not occurredthe Trustee, its agents and counsel; and (ii2) all Events of Default, other than the nonpayment of the principal of the Class A, Class B, Class C and Class D Notes that has which have become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) 6.13. No such rescission shall affect any subsequent default or impair any right consequent theretothereon. Subsequent to any such declaration of acceleration and so long as such declaration and its consequences has not been rescinded and annulled, prior to the exercise by the Trustee of the remedies set forth in Section 6.3(b) or (c) the Trustee shall give the Noteholders ten days' notice of its intention to take such actions.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred should occur and be continuing, then, and in every such case, the Indenture Trustee or the Holders Registered Owners of Notes evidencing representing not less than 51% a majority in aggregate principal amount of the Note Balance of Outstanding Notes may declare all the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency), declare the Outstanding Notes to be immediately due and payable payable, by written a notice in writing to the Issuer Authority (and to the Indenture Trustee if given by Noteholdersthe Registered Owners), the Depositor and the Servicer, and upon any such declaration declaration, the unpaid principal amount of the such Outstanding Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable, subject, however, to Section 6.04 hereof. (b) If the Notes have been declared immediately due and payable following an Event of Default, before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided in this Article V, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, by written notice to the Issuer, the Depositor, the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency), may rescind and annul such declaration of acceleration and its consequences if: (ia) the Issuer Authority has paid or deposited with the Indenture Trustee a sum sufficient to pay pay: (i) all payments of principal of and interest on the all Notes and all other amounts that would then be due hereunder or upon the such Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, any Servicer and their agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) 6.14 hereof. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred occurs and be continuingis continuing (other than an Event of Default specified in Section 5.1(e) or (f)), the Indenture Trustee or may, and shall, upon the Holders written direction of Notes evidencing not less than 51% of the Note Balance a Majority of the Controlling Class mayClass, upon prior written by notice to the Administrator Applicable Issuers (who shall promptly forward such notice subject to each Rating AgencySection 14.3(c), which notice the Issuer shall provide to the Rating Agency so long as it is rating a Class of Secured NotesDebt ) and the Collateral Manager, declare (x) the Notes principal of the Secured NotesDebt in the case of the occurrence of an Event of Default specified in Section 5.1(a), (b), (c), (d) or (g); and (y) all other amounts whatsoever payable by the Applicable Issuers pursuant to the Priority of Payments to be immediately due and payable by written notice to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicerpayable, and upon any such declaration the unpaid principal amount of the Notessuch principal, together with all accrued and unpaid interest thereon through thereon, and all other amounts payable by the date Issuer hereunder in accordance with the Priority of accelerationPayments, shall become immediately due and payable. If an Event of Default specified in Section 5.1(e) or (f) occurs, all such unpaid principal, together with all accrued and unpaid interest thereon, of all of the Secured NotesDebt, and all other amounts payable thereunder and hereunder, shall automatically become due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) If the Notes have At any time after such a declaration of acceleration of maturity has been declared immediately due made and payable following an Event of Default, before a judgment or decree for payment of the amount Money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V, the Holders of Notes evidencing not less than 51% of the Note Balance a Majority of the Controlling Class, by written notice to the IssuerCo-Issuers and, the Depositor, the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency)Class A-1L Loan Agent, may rescind and annul such declaration of acceleration and its consequences if: (i) The Issuer or the Co-Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay pay: (A) all unpaid installments of interest and principal of and interest then due on the Notes Secured NotesDebt (other than any principal amounts due to the occurrence of an acceleration); (B) to the extent that the payment of such interest is lawful, interest upon any Deferred Interest at the applicable Interest Rate; and (C) in accordance with the Priority of Payments, all unpaid Taxes and all Administrative Expenses and other sums paid or advanced by the Trustee hereunder or by the Collateral Administrator under the Collateral Administration Agreement or hereunder owing, accrued and unpaid Collateral Management Fees (unless waived by the Collateral Manager) and any other amounts that would then be due payable Co-Issuers hereunder or upon the Notes if the Event of Default giving rise prior to such acceleration had not occurredAdministrative Expenses and such Collateral Management Fees; and (ii) It has been determined that all Events of Default, other than the nonpayment of the interest on or principal of the Notes Secured NotesDebt that has become due solely by such acceleration, have (A) been cured cured, and a Majority of the Controlling Class, by written notice to the Trustee, has agreed with such determination (which agreement shall not be unreasonably withheld), or (B) been waived as provided in Section 5.12. (c) 5.14. No such rescission shall affect any subsequent default Default or impair any right consequent theretothereon.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred occur and be continuingcontinuing (other than the Events of Default specified in Section 5.1(f) or 5.1(g)), the Indenture Trustee or may (and shall at the Holders direction of a Majority, by outstanding principal amount, of each Class of Notes evidencing not less than 51% voting as a separate Class (excluding any Notes owned by the Loan Obligation Manager or any of the Note Balance of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agencyits Affiliates or by any accounts managed by them), declare the principal of and accrued and unpaid interest on all the Notes to be immediately due and payable by written notice to (and any such acceleration shall automatically terminate the Replacement Period). If an Event of Default described in Section 5.1(f) or 5.1(g) above occurs, such an acceleration shall occur automatically and without any further action and any such acceleration shall automatically terminate the Replacement Period. If the Notes are accelerated, payments shall be made in the order and priority set forth in Section 11.1(a) hereof. If the Notes are accelerated (whether such acceleration is automatic or otherwise), the Issuer (and to or the Indenture Trustee if given by Noteholders), Loan Obligation Manager on its behalf) shall take the Depositor and the Servicer, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payableactions described in Section 18.1(c) herein. (b) If At any time after such a declaration of acceleration of Maturity of the Notes have has been declared immediately due made, and payable following an Event of Default, before a judgment or decree for payment of the amount amounts due has been obtained by the Indenture Trustee as hereinafter provided in this Article V5, the Holders a Majority of each Class of Notes evidencing not less (voting as a separate Class), other than 51% with respect to an Event of the Note Balance of the Controlling ClassDefault specified in Section 5.1(d), 5.1(e), 5.1(h) or 5.1(i), by written notice to the Issuer, the Depositor, the Indenture Trustee Co-Issuer and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer or the Co-Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay pay: (1) all unpaid installments of interest on and principal of and interest on the Notes and all other amounts that would then be due and payable hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; (2) all unpaid taxes of the Issuer and the Co-Issuer, Company Administrative Expenses and other sums paid or advanced by or otherwise due and payable to the Trustee hereunder; (3) with respect to the Advancing Agent and the Backup Advancing Agent, any amount due and payable for unreimbursed Interest Advances and Reimbursement Interest; and (4) with respect to the Loan Obligation Management Agreement, any Loan Obligation Manager Fee then due and any Company Administrative Expense due and payable to the Loan Obligation Manager thereunder; and (ii) the Trustee has determined that all Events of DefaultDefault of which it has actual knowledge, other than the nonpayment non-payment of the interest and principal of on the Notes that has have become due solely by such acceleration, have been cured and a Majority of the Controlling Class, by written notice to the Trustee, has agreed with such determination (which agreement shall not be unreasonably withheld or delayed) or waived as provided in Section 5.12. (c) 5.14. At any such time that the Trustee, subject to Section 5.2(b), shall rescind and annul such declaration and its consequences as permitted hereinabove, the Trustee shall preserve the Assets in accordance with the provisions of Section 5.5 with respect to the Event of Default that gave rise to such declaration; provided, however, that if such preservation of the Assets is rescinded pursuant to Section 5.5, the Notes may be accelerated pursuant to the first paragraph of this Section 5.2, notwithstanding any previous rescission and annulment of a declaration of acceleration pursuant to this paragraph. No such rescission shall affect any subsequent default Default or impair any right consequent theretothereon. (c) Subject to Sections 5.4 and 5.5, a Majority of the Controlling Class shall have the right to direct the Trustee in the conduct of any Proceedings for any remedy available to the Trustee or in the sale of any or all of the Assets; provided that (i) such direction will not conflict with any rule of law or this Indenture; (ii) the Trustee may take any other action not inconsistent with such direction; (iii) the Trustee determines that such action will not involve it in liability (unless the Trustee has received satisfactory indemnity or reasonable security against any such liability); and (iv) any direction to undertake a sale of the Assets may be made only as described in Section 5.17. (d) As security for the payment by the Issuer of the compensation and expenses of the Trustee and any sums the Trustee may be entitled to receive as indemnification by the Issuer, the Issuer hereby grants the Trustee a lien on the Assets, which lien is senior to the lien of the Noteholders. The Trustee’s lien shall be subject to the Priority of Payments and exercisable by the Trustee only if the Notes have been declared due and payable following an Event of Default and such acceleration has not been rescinded or annulled. (e) A Majority of the Aggregate Outstanding Amount of Notes of the Controlling Class, may, prior to the time a judgment or decree for the payment of amounts due has been obtained by the Trustee, waive any past Default on behalf of the holders of all the Notes and its consequences in accordance with Section 5.14.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default (other than an Event of Default specified in Sections 5.1(h) and (i)) shall have occurred occur and be continuing, the Indenture Trustee or the Holders of Notes evidencing not less than 5125% in aggregate principal amount of the Note Balance Notes then outstanding may, and the Trustee at the request of the Controlling Class may, upon prior written notice to Holders of not less than 25% in aggregate principal amount of the Administrator (who shall promptly forward such notice to each Rating Agency)Notes then outstanding shall, declare all unpaid principal of, premium, if any, and accrued interest on all the Notes to be immediately due and payable immediately, by written a notice in writing to the Issuer Company (and to the Indenture Trustee if given by Noteholdersthe Holders of the Notes). If an Event of Default specified in clause (h) or (i) of Section 5.1 occurs and is continuing, then all the Depositor Notes shall ipso facto become and be immediately due and payable, in an amount equal to the Servicer, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through interest, if any, to the date of acceleration, shall the Notes become immediately due and payable. (b) If , without any declaration or other act on the Notes have part of the Trustee or any Holder. At any time after such declaration of acceleration has been declared immediately due and payable following an Event of Default, made but before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article Vprovided, the Holders of Notes evidencing not less than 51% a majority in aggregate principal amount of the Note Balance of the Controlling ClassNotes outstanding, by written notice to the Issuer, the Depositor, the Indenture Trustee Company and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (ia) the Issuer Company has paid or deposited with the Indenture Trustee a sum sufficient to pay pay (i) all principal sums paid or advanced by the Trustee under Section 11.2 of the Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; Notes, and (iiiii) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (b) all Events of Default, other than the nonpayment non-payment of the principal of the Notes that has which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.12.7.5 of the Indenture; and (c) the rescission will not conflict with any judgment or decree. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.thereon. ARTICLE SIX

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default of the kind specified in Section 6.1(d) or Section 6.1(e) occurs, the unpaid principal amount of the Notes shall have occurred automatically become due and be payable at par together with all accrued and unpaid interest thereon, without presentment, demand, protest or notice of any kind, all of which are hereby waived by Issuer. If an Event of Default (other than an Event of Default of the kind described in Section 6.1(d) and Section 6.1(e)) occurs and is continuing, the then and in every such case Indenture Trustee or may and shall, if so directed by the Holders of Notes evidencing not less than 51at least 662/3% of the Note Balance then Outstanding Principal Amount of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency)Notes, declare the unpaid principal amount of all the Notes to be immediately due and payable immediately, by written a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid such principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payablepayable together with all accrued and unpaid interest thereon, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Issuer. (b) If the Notes have At any time after such a declaration of acceleration has been declared immediately due made and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article Vprovided, the Holders of Notes evidencing not less than 51at least 662/3% of the Note Balance then Outstanding Principal Amount of the Controlling ClassNotes, by written notice to the Issuer, the Depositor, the Issuer and Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay all principal of and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) No such rescission shall affect any subsequent default or impair any right consequent thereto.pay:

Acceleration of Maturity; Rescission and Annulment. (a) The first paragraph of Section 502 of the Base Indenture shall not apply to the Notes, and the following shall apply in lieu thereof. If an Event of Default shall have occurred occurs and be continuingis continuing with respect to the Notes, then and in every such case except as provided below, the Indenture Trustee or the Holders of Notes evidencing not less than 5125% in aggregate principal amount of the Note Balance of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency), Outstanding Notes may declare the Notes principal amount of all such Notes, plus accrued and unpaid interest, if any, to be immediately due and payable immediately, by written a notice in writing to the Issuer Company (and to the Indenture Trustee if given by NoteholdersHolders), the Depositor and the Servicer, and upon any such declaration the unpaid such principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b. However, upon an Event of Default arising out of Section 5.01(d) If or Section 5.01(e), the Notes have been declared immediately principal amount of all Outstanding Notes, plus accrued and unpaid interest to the acceleration date, shall be due and payable following an Event immediately without notice from the Trustee or Holders. At any time after such a declaration of Defaultacceleration with respect to Notes has been made, but before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article Vthe Indenture provided, the Holders of Notes evidencing not less than 51% a majority in aggregate principal amount of the Note Balance of the Controlling ClassOutstanding Notes, by written notice to the Issuer, the Depositor, the Indenture Trustee Company and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay all principal of and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) 502 of the Base Indenture. No such rescission shall affect any subsequent default or impair any right consequent theretothereon.

Acceleration of Maturity; Rescission and Annulment. If an Event -------------------------------------------------- of Default (a) If other than an Event of Default shall have occurred specified in Section 8.1(i) occurs and be is continuing, then and in every such case the Indenture Trustee or the Holders holders of Notes evidencing not less than 51% in aggregate principal amount of the Note Balance of the Controlling Class Notes outstanding may, upon prior written notice subject to the Administrator (who shall promptly forward such notice to each Rating Agency)provisions of Section 12, declare the principal of, together with accrued interest on, all the Notes to be immediately due and payable by written notice immediately (to the Issuer (extent not already so due and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, payable) and upon any such declaration the unpaid such principal amount of the Notesof, together with interest accrued and unpaid interest thereon through thereon, notwithstanding anything in this Agreement to the date of accelerationcontrary, shall become immediately due and payable. (b. If an Event of Default specified in Section 8.1(i) If occurs and is continuing, then the principal of, together with interest accrued on, all the Notes have been declared shall ipso facto become and be immediately due and payable following without any declaration or other act on the part of any holder of the Notes. Anything herein contained to the contrary notwithstanding, in the event of any acceleration pursuant to this Section 8.2, the Company shall be obligated to pay any premium which would have had to have been paid if the Notes had been redeemed as required by the terms of this Agreement and the Notes in an Event amount equal to the premium that would have been due if the Notes were so redeemed on the date of Default, such acceleration. At any time after such declaration of acceleration has been made and before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee holders of the Notes as hereinafter provided in this Article VSection 8 provided, the Holders holders of Notes evidencing not less than 51% at least a majority in principal amount of the Note Balance of the Controlling ClassNotes outstanding, by written notice to the Issuer, the Depositor, the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency)Company, may rescind and annul such declaration of acceleration and its consequences if: (ia) there shall have been paid (1) all overdue interest on all Notes, (2) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay all principal of (and premium, if any, on) any Notes which have become due otherwise than by such declaration of acceleration and interest on thereon at the Notes and all other amounts rate stipulated by Section 8.3 and (3) to the extent that would then be due hereunder or payment of such interest is lawful, interest upon overdue interest at the Notes if the Event of Default giving rise to such acceleration had not occurredrate stipulated by Section 8.3; and (iib) all Events of Default, other than the nonpayment of the principal of the Notes that has (which have become due solely by such declaration of acceleration), have been cured or waived as provided in Section 5.12. (c) 8. No such rescission shall affect any subsequent default or impair any right consequent theretothereon. Notwithstanding the preceding provisions of this Section 8.2, in the event of a declaration of acceleration in respect of the Notes because an Event of Default specified in Section 8.1(e) has occurred and is continuing, such declaration of acceleration shall be automatically annulled and rescinded if the Debt under the Bank Loan Agreement that is the subject of such Event of Default has been discharged or the other Debt that is the subject of such Event of Default constitutes Senior Debt and has been discharged, or the holders of such Debt under the Bank Loan Agreement or such other Debt (whether or not, in the case of any such other Debt, the same constitutes Senior Debt) have rescinded their declaration of acceleration in respect of such Debt under the Bank Loan Agreement or such other Debt and written notice of such discharge or rescission, as the case may be (and a copy of the advice or other instrument whereby such discharge or rescission was accomplished), shall have been given to the holders of the Notes by the Company within 15 days after such declaration of acceleration in respect of the Notes, and no other Event of Default has occurred during such 15-day period which has not been cured or waived during such period; provided that, in all such cases, the holders of Notes have not commenced legal -------- action against the Company or acted in reliance upon such acceleration prior to the time such declaration of acceleration is annulled or rescinded. Upon a determination by the Company that the Bank Loan Agreement is no longer in effect or that no Debt of the Company or any Subsidiary is outstanding under the Bank Loan Agreement, the Company shall promptly give to the holders of the Notes written notice thereof, which notice shall be countersigned by the Agent. Unless and until the holders of the Notes shall have received such written notice with respect to the Bank Loan Agreement, the holders of the Notes shall be entitled, and shall be required, in all respects to assume that the Bank Loan Agreement is in effect.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred occurs and be continuingis continuing (other than an Event of Default specified in Section 5.1(e) or (f)), the Indenture Trustee or the Holders of Notes evidencing not less than 51% Trustee, if a Trust Officer of the Note Balance Trustee has received written notice or has actual knowledge of such Event of Default, may, and shall, upon the written direction of a Majority of the Controlling Class mayClass, upon prior written by notice to the Administrator (who shall promptly forward such notice to Applicable Issuers and each Rating Agency), declare the principal of all the Notes to be immediately due and payable by written notice to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicerpayable, and upon any such declaration the unpaid principal amount of the Notessuch principal, together with all accrued and unpaid interest thereon through the date of accelerationthereon, and other amounts payable hereunder, shall become immediately due and payablepayable and the Reinvestment Period shall terminate. If an Event of Default specified in Section 5.1(e) or (f) occurs, all unpaid principal, together with all accrued and unpaid interest thereon, of all the Notes, and other amounts payable hereunder, shall automatically become due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) If the Notes have At any time after such a declaration of acceleration of maturity has been declared immediately due made and payable following an Event of Default, before a judgment or decree for payment of the amount Money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V, the Holders of Notes evidencing not less than 51% of the Note Balance a Majority of the Controlling Class, Class by written notice to the Issuer, the Depositor, the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency), Agency may rescind and annul such declaration of acceleration and its consequences if: (i) The Issuer or the Co-Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay pay: (A) all unpaid installments of interest and principal of then due and interest payable on the Notes (other than as a result of such acceleration); (B) to the extent that the payment of such interest is lawful, current interest upon any Deferred Interest at the applicable Interest Rates; and (C) all unpaid taxes and, subject to the Administrative Expense Cap, Administrative Expenses of the Co-Issuers and all other sums paid or advanced by the Trustee hereunder and any other amounts that would then be due payable by the Co-Issuers hereunder or upon the Notes if the Event of Default giving rise prior to such acceleration had not occurredAdministrative Expenses; and (ii) if it has been determined that all Events of Default, other than the nonpayment of the interest on or principal of the Notes that has become due solely by such accelerationNotes, have (A) been cured cured, and a Majority of the Controlling Class by written notice to the Trustee has agreed with such determination (which agreement shall not be unreasonably withheld), or (B) been waived as provided in Section 5.12. (c) 5.14. No such rescission shall affect any subsequent default Default or impair any right consequent theretothereon. Any Hedge Agreement in effect upon such declaration of an acceleration must remain in effect until liquidation of the Assets has begun and such declaration is no longer capable of being rescinded or annulled; provided that the Issuer shall nevertheless be entitled to designate an early termination date under and in accordance with the terms of such Hedge Agreement.

Acceleration of Maturity; Rescission and Annulment. (a) If an any Event of Default shall have occurred and be continuingoccurs under subparagraph (d) of Section 11.1, the Indenture Trustee or the Holders principal of Notes evidencing not less than 51% each Class of the Note Balance of the Controlling Class mayNotes, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency)together with accrued and unpaid interest thereon, declare the Notes to will automatically be accelerated and become immediately due and payable by written notice to the Issuer (and to the Indenture Trustee if given by Noteholders)payable. If any other Event of Default occurs, the Depositor and Majority Holders may accelerate the Servicer, and upon any such declaration Notes by declaring the unpaid principal amount of all the Notes, together with accrued and unpaid interest thereon through to be immediately due and payable, by a notice in writing to the date of accelerationIssuer, the Trustee and the Swap Counterparty and upon any such declaration such principal and interest shall become immediately due and payable. (b) If At any time after such an acceleration or declaration of acceleration of the Notes have has been declared immediately due made and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article VIndenture, such acceleration may be rescinded by the Majority Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, Aggregate Principal Amount by written notice to the Issuer, the Depositor, the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency), may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay all principal of and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) Swap Counterparty. No such rescission shall affect any subsequent default Event of Default or impair any right consequent theretothereon. (c) If an Event of Default has occurred and the Notes have been accelerated, payments will continue to be made in accordance with the Priority of Payment unless a Sequential Order Event has also occurred, in which case payments will be made as provided in Section 3.1 upon the occurrence of a Sequential Order Event; provided, however, if the Trustee has sold the Collateral under this Indenture, then payments shall be made as provided in Section 11.7.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred occur and be continuingcontinuing (other than the Events of Default specified in Section 5.1(f), 5.1(g) or 5.1(i)), the Indenture Trustee or may (and shall at the Holders direction of a Majority, by outstanding principal amount, of each Class of Notes evidencing not less voting as a separate Class (excluding in each case any Notes held by the Collateral Manager, any of its Affiliates or any funds (other than 51% the Issuer) managed by the Collateral Manager or its Affiliates)) declare the principal of the Note Balance of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency), declare and accrued and unpaid interest on all the Notes to be immediately due and payable by written notice to the Issuer (and to any such acceleration shall automatically terminate the Indenture Trustee if given by NoteholdersReinvestment Period). If an Event of Default described in Section 5.1(f), Section 5.1(g) or Section 5.1(i) above occurs, such an acceleration shall occur automatically and without any further action. If the Depositor Notes are accelerated, payments shall be made in the order and the Servicer, priority set forth in Section 11.1(a)(i) and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payableSection 11.1(a)(ii) hereof. (b) If At any time after such a declaration of acceleration of Maturity of the Notes have has been declared immediately due made and payable following an Event of Default, before a judgment or decree for payment of the amount Money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V5, the Holders a Majority of each and every Class of Notes evidencing not less than 51% of the Note Balance of the Controlling (voting as a separate Class), by written notice to the Issuer and the Co-Issuer, the Depositor, the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency)Hedge Counterparty, may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer or the Co-Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay pay: (A) all unpaid installments of interest on and principal of and interest on the Notes and all other amounts that would then be due and payable hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; (B) to the extent that payment of such interest is lawful, interest on the Class C Capitalized Interest at the Class C Rate, interest on the Class D Capitalized Interest at the Class D Rate, interest on the Class E Capitalized Interest at the Class E Rate, interest on the Class F Capitalized Interest at the Class F Rate, interest on the Class G Capitalized Interest at the Class G Rate, interest on the Class H Capitalized Interest at the Class H Rate, interest on the Class J Capitalized Interest at the Class J Rate and interest on the Class K Capitalized Interest at the Class K Rate; (C) all unpaid taxes of the Issuer and the Co-Issuer, Company Administrative Expenses and other sums paid or advanced by or otherwise due and payable to the Trustee hereunder; (D) with respect to each Hedge Agreement, any amount then due and payable thereunder; and (E) with respect to the Collateral Management Agreement, any Senior Collateral Management Fee then due and any Company Administrative Expense due and payable to the Collateral Manager thereunder. (ii) if any Hedge Agreement has been reduced or terminated, the Rating Agency Condition has been satisfied with respect to such reduction or termination; and (iii) the Trustee has determined that all Events of DefaultDefault of which it has actual knowledge, other than the nonpayment non-payment of the interest and principal of on the Notes that has have become due solely by such acceleration, have been cured and a Majority of the Controlling Class, by written notice to the Trustee and each Hedge Counterparty has agreed with such determination (which agreement shall not be unreasonably withheld or delayed) or waived as provided in Section 5.12. (c) 5.14. At any such time that the Trustee shall rescind and annul such declaration and its consequences as permitted hereinabove, the Trustee shall preserve the Assets in accordance with the provisions of Section 5.5 with respect to the Event of Default that gave rise to such declaration; provided, however, that if such preservation of the Assets is rescinded pursuant to Section 5.5, the Notes may be accelerated pursuant to the first paragraph of this Section 5.2, notwithstanding any previous rescission and annulment of a declaration of acceleration pursuant to this paragraph. No such rescission shall affect any subsequent default Default or impair any right consequent theretothereon. In addition, no such rescission shall affect any Hedge Agreement if it has been terminated in accordance with its terms. (c) Subject to Sections 5.4 and 5.5, a Majority of the Controlling Class shall have the right to direct the Trustee in the conduct of any proceedings for any remedy available to the Trustee; provided that (i) such direction will not conflict with any rule of law or this Indenture; (ii) the Trustee may take any other action not inconsistent with such direction; (iii) the Trustee has been provided with an indemnity or reasonable security satisfactory to it (and the Trustee need not take any action that it determines might involve it in liability unless it has received such indemnity or security against such liability); and (iv) any direction to undertake a sale of the Assets may be made only as described in Section 5.17. The Trustee shall provide written notice of the receipt of such direction to each Hedge Counterparty promptly after receipt thereof. (d) As security for the payment by the Issuer of the compensation and expenses of the Trustee and any sums the Trustee may be entitled to receive as indemnification by the Issuer, the Issuer hereby grants the Trustee a lien on the Assets, which lien is senior to the lien of the Noteholders. The Trustee’s lien shall be subject to the Priority of Payments and exercisable by the Trustee only if the Notes have been declared due and payable following an Event of Default and such acceleration has not been rescinded or annulled. (e) A Majority of the Controlling Class, may, prior to the time a judgment or decree for the payment of money due has been obtained by the Trustee, waive any past Default on behalf of the holders of all the Notes and its consequences in accordance with Section 5.14. (f) In determining whether the holders of the requisite percentage of Notes have given any direction, notice or consent hereunder, (i) Notes owned by the Issuer, the Co-Issuer or any Affiliate thereof shall be disregarded and deemed not to be outstanding and (ii) in relation to (x) any amendment or other modification of, or assignment or termination of, any of the express rights or obligations of the Collateral Manager under the Collateral Management Agreement or this Indenture (including the exercise of any rights to remove the Collateral Manager or terminate the Collateral Management Agreement or approve or object to a replacement for the Collateral Manager except as specifically provided in the Collateral Management Agreement with respect to the termination of the Collateral Manager without cause and with respect to the replacement of the Collateral Manager) and (y) the exercise by the Noteholders of their right, in connection with certain Events of Default, to accelerate amounts due under the Notes, Notes owned by the Collateral Manager or any of its Affiliates, or by any accounts managed by them, shall be disregarded and deemed not to be outstanding. The Collateral Manager and its Affiliates shall be entitled to vote Notes held by them, and by accounts managed by them, with respect to all other matters other than those described in clause (ii).

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred described in paragraph (a), (b) or (c) of Section 5.02 should occur and be continuingcontinuing with respect to a Series, then and in every such case the Indenture Trustee or the Holders of Notes evidencing not less than 51representing at least 25% of the Note Balance Outstanding Amount of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency), Series may declare all the Notes of such Series to be immediately due and payable payable, by written a notice in writing to the Issuer (and to the Indenture Trustee if given declared by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount of the such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) . If the Notes have been declared immediately due and payable following an Event of DefaultDefault described in paragraph (d) or (e) of Section 5.02 should occur and be continuing, then the unpaid principal of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall automatically become, and shall be deemed to be declared, due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article Vprovided, the Holders of Notes evidencing representing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling ClassNotes of such Series, by written notice to the Issuer, the Depositor, Issuer and the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency)in accordance with Section 5.13, may rescind and annul such declaration of acceleration and its consequences ifconsequences; provided, that: (ia) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay pay: (i) all payments of principal of and interest on the all Notes and all other amounts that would then be due hereunder or upon the such Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid by the Indenture Trustee hereunder and the reasonable compensation, expenses and disbursements of the Indenture Trustee and its agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred described in (i) subsections 5.02 (a), (b), (e) -------------------- --- --- or (f) should occur and be continuing, then the Indenture Trustee or the Holders --- of Notes evidencing representing not less than 51% a majority of the Note Balance Outstanding Amount of each affected Series of the Controlling Class may, upon prior written notice to Notes may and (ii) subsections 5.02(c) or (d) should ------------------- --- occur and be continuing the Administrator (who Indenture Trustee shall promptly forward such notice to each Rating Agency), declare all the Notes of such Series to be immediately due and payable payable, by written a notice in writing to the Issuer (and to the Indenture Trustee if given declared by Noteholders), the Depositor and the Servicer, and upon any such declaration the Revolving Period (or, if applicable, any other period of principal payment or accumulation other than an Early Amortization Period) with respect to such Series shall terminate, an Early Amortization Period will commence and the unpaid principal amount of the such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have . At any time after such declaration of acceleration of maturity has been declared immediately due made and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article VV provided, the Holders of Notes evidencing representing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling ClassNotes of such Series, by written notice to the Issuer, the Depositor, Issuer and the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay all principal of and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise respect to such acceleration had not occurred; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) Series. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred (other than by reason of an Event of Default specified in Section 501(vi) or 501(vii)) occurs and be is continuing, the Indenture Trustee or the Holders of Notes evidencing not less than 51at least 30% in principal amount of the Note Balance Notes Outstanding may declare the principal (and premium, if any), interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders); PROVIDED, HOWEVER, that, so long as any Indebtedness permitted to be incurred under this Indenture as part of the Controlling Class maySenior Credit Facilities shall be outstanding, upon prior such acceleration shall not be effective until the earlier of (i) acceleration of any such Indebtedness under the Senior Credit Facilities or (ii) five Business Days after the giving of written notice to the Administrator (who shall promptly forward Company and the Bank Agent of such notice to each Rating Agency)acceleration. Upon the effectiveness of such declaration, declare such principal and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default specified in Section 501(vi) or 501(vii) occurs and is continuing, then the principal amount of all the Notes to shall IPSO FACTO become and be immediately due and payable by written notice to without any declaration or other act on the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount part of the Notes, together with accrued Trustee or any Holder. At any time after a declaration of acceleration has been made and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have been declared immediately due and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article VArticle, the Holders of Notes evidencing not less than 51% a majority in aggregate principal amount of the Note Balance of the Controlling ClassNotes Outstanding, by written notice to the Issuer, the Depositor, the Indenture Trustee Company and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay all principal of and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred occur and be continuingcontinuing (other than the Events of Default specified in Section 5.1(f) or 5.1(g)), the Indenture Trustee or may (and shall at the Holders direction of a Majority, by outstanding principal amount, of each Class of Notes evidencing not less than 51% voting as a separate Class (excluding any Notes owned by the Loan Obligation Manager or any of the Note Balance of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agencyits Affiliates or by any accounts managed by them), declare the principal of and accrued and unpaid interest on all the Notes to be immediately due and payable by written notice to (and any such acceleration shall automatically terminate the Replacement Period). If an Event of Default described in Section 5.1(f) or 5.1(g) above occurs, such an acceleration shall occur automatically and without any further action and any such acceleration shall automatically terminate the Replacement Period. If the Notes are accelerated, payments shall be made in the order and priority set forth in Section 11.1(a) hereof. If the Notes are accelerated (whether such acceleration is automatic or otherwise), the Issuer (and to or the Indenture Trustee if given by Noteholders), Loan Obligation Manager on its behalf) shall take the Depositor and the Servicer, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payableactions described in Section 18.1(c) herein. (b) If At any time after such a declaration of acceleration of Maturity of the Notes have has been declared immediately due made, and payable following an Event of Default, before a judgment or decree for payment of the amount amounts due has been obtained by the Indenture Trustee as hereinafter provided in this Article V5, the Holders a Majority of each Class of Notes evidencing not less (voting as a separate Class), other than 51% with respect to an Event of the Note Balance of the Controlling ClassDefault specified in Section 5.1(d), 5.1(e), 5.1(h) or 5.1(i), by written notice to the Issuer, the Depositor, the Indenture Trustee Co-Issuer and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer or the Co-Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay pay: (A) all unpaid installments of interest on and principal of and interest on the Notes and all other amounts that would then be due and payable hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; (B) all unpaid taxes of the Issuer and the Co-Issuer, Company Administrative Expenses and other sums paid or advanced by or otherwise due and payable to the Trustee hereunder; (C) with respect to the Advancing Agent and the Backup Advancing Agent, any amount due and payable for unreimbursed Interest Advances and Reimbursement Interest; and (D) with respect to the Loan Obligation Management Agreement, any Loan Obligation Manager Fee then due and any Company Administrative Expense due and payable to the Loan Obligation Manager thereunder; and (ii) the Trustee has determined that all Events of DefaultDefault of which it has actual knowledge, other than the nonpayment non-payment of the interest and principal of on the Notes that has have become due solely by such acceleration, have been cured and a Majority of the Controlling Class, by written notice to the Trustee, has agreed with such determination (which agreement shall not be unreasonably withheld or delayed) or waived as provided in Section 5.12. (c) 5.14. At any such time that the Trustee, subject to Section 5.2(b), shall rescind and annul such declaration and its consequences as permitted hereinabove, the Trustee shall preserve the Assets in accordance with the provisions of Section 5.5 with respect to the Event of Default that gave rise to such declaration; provided, however, that if such preservation of the Assets is rescinded pursuant to Section 5.5, the Notes may be accelerated pursuant to the first paragraph of this Section 5.2, notwithstanding any previous rescission and annulment of a declaration of acceleration pursuant to this paragraph. No such rescission shall affect any subsequent default Default or impair any right consequent theretothereon. (c) Subject to Sections 5.4 and 5.5, a Majority of the Controlling Class shall have the right to direct the Trustee in the conduct of any Proceedings for any remedy available to the Trustee or in the sale of any or all of the Assets; provided that (i) such direction will not conflict with any rule of law or this Indenture; (ii) the Trustee may take any other action not inconsistent with such direction; (iii) the Trustee determines that such action will not involve it in liability (unless the Trustee has received satisfactory indemnity or reasonable security against any such liability); and (iv) any direction to undertake a sale of the Assets may be made only as described in Section 5.17. (d) As security for the payment by the Issuer of the compensation and expenses of the Trustee and any sums the Trustee may be entitled to receive as indemnification by the Issuer, the Issuer hereby grants the Trustee a lien on the Assets, which lien is senior to the lien of the Noteholders. The Trustee’s lien shall be subject to the Priority of Payments and exercisable by the Trustee only if the Notes have been declared due and payable following an Event of Default and such acceleration has not been rescinded or annulled. (e) A Majority of the Aggregate Outstanding Amount of Notes of the Controlling Class, may, prior to the time a judgment or decree for the payment of amounts due has been obtained by the Trustee, waive any past Default on behalf of the holders of all the Notes and its consequences in accordance with Section 5.14.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred described in paragraph (a), (b) or (c) of Section 5.02 should occur and be continuingcontinuing with respect to a Series, then and in every such case the Indenture Trustee or the Holders of Notes evidencing not less than 51representing at least 25% of the Note Balance principal amount of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward Outstanding Notes of such notice to each Rating Agency), Series may declare all the Notes of such Series to be immediately due and payable payable, by written a notice in writing to the Issuer (and to the Indenture Trustee if given declared by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount of the such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) . If the Notes have been declared immediately due and payable following an Event of DefaultDefault described in paragraph (d) or (e) of Section 5.02 should occur and be continuing, then the unpaid principal of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall automatically become, and shall be deemed to be declared, due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article Vprovided, the Holders of Notes evidencing not less than 51representing at least 66 2/3% of the Note Balance principal amount of the Controlling ClassNotes of such Series, by written notice to the Issuer, the Depositor, Issuer and the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency)in accordance with Section 5.13, may rescind and annul such declaration of acceleration and its consequences ifconsequences; provided, that: (ia) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay pay: (i) all payments of principal of and interest on the all Notes and all other amounts that would then be due hereunder or upon the such Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid by the Indenture Trustee hereunder and the reasonable compensation, expenses and disbursements of the Indenture Trustee and its agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If -------------------------------------------------- an Event of Default shall have occurred should occur and be continuing, then and in every such case the Indenture Trustee may, and at the direction or upon the Holders of Notes evidencing not less than 51% prior written consent of the Note Balance of the Controlling Majority Highest Priority Class may, upon prior written notice to the Administrator (who Noteholders shall promptly forward such notice to each Rating Agency), declare all the Notes to be immediately due and payable payable, by written a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the ServicerIssuer, and upon any such declaration the unpaid principal amount of the such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have . At any time after such declaration of acceleration of maturity has been declared immediately due made and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article VV provided, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling ClassMajority Highest Priority Class Noteholders, by written notice to the Issuer, the Depositor, Issuer and the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (ia) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay pay: (i) all payments of principal of and interest on the all Highest Priority Class Notes and all other amounts that would then be due hereunder or upon the such Highest Priority Class Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel; and (iii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) . No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred occur and be continuingcontinuing (other than the Events of Default specified in Section 5.1(f) or 5.1(g)), the Indenture Trustee or may (and shall at the Holders direction of a Majority, by outstanding principal amount, of each Class of Notes evidencing not less than 51% voting as a separate Class (excluding any Notes owned by the Collateral Manager or any of the Note Balance of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agencyits Affiliates or by any accounts managed by them), declare the principal of and accrued and unpaid interest on all the Notes to be immediately due and payable by written notice to (and any such acceleration shall automatically terminate the Reinvestment Period). If an Event of Default described in Section 5.1(f) or 5.1(g) above occurs, such an acceleration shall occur automatically and without any further action and any such acceleration shall automatically terminate the Reinvestment Period. If the Notes are accelerated, payments shall be made in the order and priority set forth in Section 11.1(a) hereof. If the Notes are accelerated (whether such acceleration is automatic or otherwise), the Issuer (and to or the Indenture Trustee if given by Noteholders), Collateral Manager on its behalf) shall take the Depositor and the Servicer, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payableactions described in Section 18.1(c) herein. (b) If At any time after such a declaration of acceleration of Maturity of the Notes have has been declared immediately due made, and payable following an Event of Default, before a judgment or decree for payment of the amount amounts due has been obtained by the Indenture Trustee as hereinafter provided in this Article V5, the Holders a Majority of each Class of Notes evidencing not less (voting as a separate Class), other than 51% with respect to an Event of the Note Balance of the Controlling ClassDefault specified in Section 5.1(d), 5.1(e), 5.1(h) or 5.1(i), by written notice to the Issuer, the Depositor, the Indenture Trustee Co-Issuer and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer or the Co-Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay pay: (A) all unpaid installments of interest on and principal of and interest on the Notes and all other amounts that would then be due and payable hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; (B) all unpaid taxes of the Issuer and the Co-Issuer, Company Administrative Expenses and other sums paid or advanced by or otherwise due and payable to the Trustee hereunder; (C) with respect to the Advancing Agent and the Backup Advancing Agent, any amount due and payable for unreimbursed Interest Advances and Reimbursement Interest; and (D) with respect to the Collateral Management Agreement, any Collateral Manager Fee then due and any Company Administrative Expense due and payable to the Collateral Manager thereunder; and (ii) the Trustee has determined that all Events of DefaultDefault of which it has actual knowledge, other than the nonpayment non-payment of the interest and principal of on the Notes that has have become due solely by such acceleration, have been cured and a Majority of the Controlling Class, by written notice to the Trustee, has agreed with such determination (which agreement shall not be unreasonably withheld or delayed) or waived as provided in Section 5.12. (c) 5.14. At any such time that the Trustee, subject to Section 5.2(b), shall rescind and annul such declaration and its consequences as permitted hereinabove, the Trustee shall preserve the Collateral in accordance with the provisions of Section 5.5 with respect to the Event of Default that gave rise to such declaration; provided, however, that if such preservation of the Collateral is rescinded pursuant to Section 5.5, the Notes may be accelerated pursuant to the first paragraph of this Section 5.2, notwithstanding any previous rescission and annulment of a declaration of acceleration pursuant to this paragraph. No such rescission shall affect any subsequent default Default or impair any right consequent theretothereon. (c) Subject to Sections 5.4 and 5.5, a Majority of the Controlling Class shall have the right to direct the Trustee in the conduct of any Proceedings for any remedy available to the Trustee or in the sale of any or all of the Collateral; provided that (i) such direction will not conflict with any rule of law or this Indenture; (ii) the Trustee may take any other action not inconsistent with such direction; (iii) the Trustee determines that such action will not involve it in liability (unless the Trustee has received satisfactory indemnity or reasonable security against any such liability); and (iv) any direction to undertake a sale of the Collateral may be made only as described in Section 5.17. (d) As security for the payment by the Issuer of the compensation and expenses of the Trustee and any sums the Trustee shall be indemnified by the Issuer, the Issuer hereby grants the Trustee a lien on the Collateral, which lien is senior to the lien of the Noteholders. The Trustee’s lien shall be subject to the Priority of Payments and exercisable by the Trustee only if the Notes have been declared due and payable following an Event of Default and such acceleration has not been rescinded or annulled. (e) A Majority of the Aggregate Outstanding Amount of Notes of the Controlling Class, may, prior to the time a judgment or decree for the payment of amounts due has been obtained by the Trustee, waive any past Default on behalf of the holders of all the Notes and its consequences in accordance with Section 5.14.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred occur and be continuing, then and in every such case the Indenture Trustee or may, and if so directed in writing by the Holders of Notes evidencing representing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency)of Notes shall, declare all the Notes to be then immediately due and payable payable, by written a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount Outstanding Amount of the such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have been declared immediately due and payable following an Event of DefaultDefault under this Indenture shall have occurred, before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided may, or if so requested in this Article V, the writing by Holders of Notes evidencing not less than 51% representing at least a majority of the Note Balance Outstanding Amount of the Controlling ClassClass of Notes, shall, declare by written notice to the IssuerIssuer all of the Notes to be immediately due and payable, and upon any such declaration, the DepositorOutstanding Amount of the Notes, together with accrued interest thereon through the Indenture Trustee date of acceleration, shall become immediately due and payable as provided in the Administrator Notes set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. Notwithstanding anything to the contrary in this paragraph (who shall promptly forward such notice to each Rating Agencyb), may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay all principal of and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the an Event of Default giving rise to such acceleration had not occurred; and specified in clauses (iid) all Events or (e) of Default, other than the nonpayment of the principal of Section 5.01 shall have occurred and be continuing the Notes that has shall become immediately due solely by such accelerationand payable at par, have been cured or waived as provided in Section 5.12together with accrued interest thereon. (c) No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred occur and be continuingcontinuing (other than the Events of Default specified in Section 5.1(f) or Section 5.1(g)), the Indenture Trustee may (and shall at the direction of a Majority, by outstanding principal amount, of each Class of Offered Notes voting as a separate Class (excluding any Notes owned by the Collateral Manager or the Holders any of its Affiliates), or if no Class of Offered Notes evidencing not less than 51% is outstanding, a majority by outstanding principal amount, of the Note Balance Class F Notes or, if no Class of Offered Notes and no Class F Notes are outstanding, a majority by outstanding principal amount, of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating AgencyG Notes), declare the principal of and accrued and unpaid interest on all the Notes to be immediately due and payable by written notice to the Issuer (and to any such acceleration shall automatically terminate the Indenture Trustee if given by NoteholdersReinvestment Period), the Depositor and the Servicer, and upon . Upon any such declaration the unpaid principal amount of the Notessuch principal, together with all accrued and unpaid interest thereon through thereon, and other amounts payable thereunder in accordance with the date Priority of acceleration, shall Payments will become immediately due and payable. If an Event of Default described in Section 5.1(f) or Section 5.1(g) above occurs, such an acceleration shall occur automatically and without any further action, and any such acceleration shall automatically terminate the Reinvestment Period. If the Notes are accelerated, payments shall be made in the order and priority set forth in Section 11.1(a) hereof. (b) If At any time after such a declaration of acceleration of Maturity of the Notes have has been declared immediately due made, and payable following an Event of Default, before a judgment or decree for payment of the amount amounts due has been obtained by the Indenture Trustee as hereinafter provided in this Article V5, the Holders a Majority of each Class of Offered Notes evidencing not less than 51% (voting as a separate Class), or if no Class of Offered Notes is outstanding, a majority by outstanding principal amount, of the Note Balance Class F Notes and the Class G Notes, other than with respect to an Event of the Controlling ClassDefault specified in Section 5.1(d), Section 5.1(f), Section 5.1(g), or Section 5.1 (i), by written notice to the Issuer, the Depositor, the Indenture Trustee Issuer and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee Note Administrator a sum sufficient to pay pay: (A) all unpaid installments of interest on and principal of and interest on the Notes and all other amounts that would then be due and payable hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; (B) all unpaid taxes of the Issuer, Company Administrative Expenses and other sums paid or advanced by or otherwise due and payable to the Note Administrator or to the Trustee hereunder; (C) with respect to the Advancing Agent, the Backup Advancing Agent and the Trustee, any amount due and payable for unreimbursed Interest Advances and Reimbursement Interest; and (D) with respect to the Collateral Management Agreement and the Servicing Agreement, as applicable, any Collateral Manager Fee then due and any Company Administrative Expense due and payable to the Collateral Manager, the Servicer and/or the Special Servicer thereunder; and (ii) the Trustee has received notice that all Events of Default, other than the nonpayment non-payment of the interest and principal of on the Notes that has have become due solely by such acceleration, have been cured and a Majority of the Controlling Class, by written notice to the Trustee, has agreed with such notice (which agreement shall not be unreasonably withheld or delayed) or waived as provided in Section 5.12. (c) 5.14. At any such time that the Trustee, subject to Section 5.2(b), shall rescind and annul such declaration and its consequences as permitted hereinabove, the Collateral shall be preserved in accordance with the provisions of Section 5.5 with respect to the Event of Default that gave rise to such declaration; provided, however, that if such preservation of the Collateral is rescinded pursuant to Section 5.5, the Notes may be accelerated pursuant to the first paragraph of this Section 5.2, notwithstanding any previous rescission and annulment of a declaration of acceleration pursuant to this paragraph. No such rescission shall affect any subsequent default Default or impair any right consequent theretothereon. (c) Subject to Section 5.4 and Section 5.5, a Majority of the Controlling Class shall have the right to direct the Trustee in the conduct of any Proceedings for any remedy available to the Trustee or in the sale of any or all of the Collateral; provided that (i) such direction will not conflict with any rule of law or this Indenture; (ii) the Trustee may take any other action not inconsistent with such direction; (iii) the Trustee has received security or indemnity satisfactory to it; and (iv) any direction to undertake a sale of the Collateral may be made only as described in Section 5.17. The Trustee shall be entitled to refuse to take any action absent such direction. (d) As security for the payment by the Issuer of the compensation and expenses of the Trustee, the Note Administrator, and any sums the Trustee or Note Administrator

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred occurs and be is continuing, then and in every such case the Indenture Trustee or the Holders of Notes evidencing not less than 5125% in principal amount of the Note Balance Outstanding Notes may declare the principal of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency), declare all the Notes to be immediately due and payable immediately, by written a notice in writing to the Issuer Company and Buffets (and to the Indenture Trustee if given by NoteholdersHolders), the Depositor and the Servicer, and upon any such declaration the unpaid such principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have . At any time after such declaration of acceleration has been declared immediately due made and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article Vprovided, the Holders of Notes evidencing not less than 5166-2/3% in principal amount of the Note Balance of the Controlling Classoutstanding Notes, by written notice to the IssuerCompany, the Depositor, the Indenture Trustee Buffets and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i1) the Issuer Company or Buffets has paid or deposited with the Indenture Trustee a sum sufficient to pay pay (A) all overdue interest on all Notes, (B) the principal of (and premium, if any, on) any Notes which have become due otherwise than by such declaration of acceleration and interest on thereon at the Notes and all other amounts rate borne by the Notes, (C) to the extent that would then be due hereunder or payment of such interest is lawful, interest upon overdue interest at the Notes if rate borne by the Event of Default giving rise to such acceleration had not occurred; Notes, and (iiD) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; (2) all Events of Default, other than the nonpayment of the principal of the Notes that has which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.12. (c) 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretothereon."

Acceleration of Maturity; Rescission and Annulment. (a) If an a Trust Event of Default shall have occurred described in paragraph (b), (c), (d), (e), or (f) of Section 5.2 should occur and be continuing, then the Indenture Trustee may, or upon written direction of the Holders of Notes evidencing not less representing more than 5150% of the Note Balance Outstanding Amount of the Controlling Class mayNotes of any Series, upon prior written shall declare, by a notice in writing to the Administrator (who shall promptly forward such notice to each Rating Agency)Issuer, declare all the Notes of such Series together with accrued or accreted and unpaid interest thereon through the date of acceleration to be immediately due and payable by and an Event of Default to have occurred with respect to each Series. The Indenture Trustee shall provide written notice to the Issuer Issuer, Noteholders, Servicer and Transferor of the declaration of a Trust Event of Default promptly thereafter. (b) If a Trust Event of Default described in paragraph (a) of Section 5.2 should occur and to the Indenture Trustee if given by Noteholders)be continuing, the Depositor and the Servicer, and upon any such declaration then the unpaid principal amount of the NotesNotes of each Series, together with the accrued or accreted and unpaid interest thereon through the date of acceleration, shall become immediately automatically become, and shall be considered to be declared, due and payable. (b) If the Notes have . At any time after such declaration of acceleration of maturity has been declared immediately due made and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article VV provided, the Holders of Notes evidencing not less representing more than 5150% of the Note Balance Outstanding Amount of the Controlling ClassNotes of such Series, by written notice to the Issuer, the Depositor, Issuer and the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay all principal of and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise respect to such acceleration had not occurred; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) Series. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred should occur and be continuing, (other than an Event of Default specified in Section 5.01(vii) or 5.01(viii)), then and in every such case the Indenture Trustee or may, and shall at the Holders of Notes evidencing not less than 51% direction of the Note Balance of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency)Majority Noteholders, declare the Notes to be immediately due and payable payable, by written a notice in writing to the Issuer and the Rating Agencies (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. If an Event of Default specified in Section 5.01(vii) or 5.01(viii) occurs, the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have . At any time after such declaration of acceleration of maturity has been declared immediately due made and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article VV provided, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling ClassMajority Noteholders, by written notice to the Issuer, the Depositor, Issuer and the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency)Hedge Counterparty, may rescind and annul such declaration of acceleration and its consequences if: (iA) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay pay: (i) all payments of principal of and interest on the Notes Notes, all scheduled payments then due and payable under each Hedge Agreement and all other amounts that would then be due hereunder or hereunder, upon the Notes and each Hedge Agreement if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel; and (B) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) . No such rescission or annulment shall affect any subsequent default or impair any right consequent thereto. No such rescission or annulment shall affect a Hedge Agreement or any Hedge Transaction that has been terminated in accordance with the terms thereof. Any Hedge Agreement in effect at the time of any declaration of acceleration of maturity shall remain in effect until such time as such declaration of acceleration of maturity can no longer be rescinded or annulled under the terms of this Indenture.

Acceleration of Maturity; Rescission and Annulment. (a) If an any Event of Default shall have occurred and be continuingoccurs under subparagraph (d) of Section 11.1, the Indenture Trustee or the Holders principal of Notes evidencing not less than 51% each Class of the Note Balance of the Controlling Class mayNotes, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency)together with accrued and unpaid interest thereon, declare the Notes to will automatically be accelerated and become immediately due and payable by written notice to the Issuer (and to the Indenture Trustee if given by Noteholders)payable. If any other Event of Default occurs, the Depositor and Consent Parties may accelerate the Servicer, and upon any such declaration Notes by declaring the unpaid principal amount of all the Notes, together with accrued and unpaid interest thereon through to be immediately due and payable, by a notice in writing to the date of accelerationIssuer, the Trustee and the Swap Counterparty and upon any such declaration such principal and interest shall become immediately due and payable. (b) If At any time after such an acceleration or declaration of acceleration of the Notes have has been declared immediately due made and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article VIndenture, such acceleration may be rescinded by the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, Consent Parties by written notice to the Issuer, the Depositor, the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency), may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay all principal of and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) Swap Counterparty. No such rescission shall affect any subsequent default Event of Default or impair any right consequent theretothereon. (c) If an Event of Default has occurred and the Notes have been accelerated, payments will continue to be made in accordance with the Priority of Payment unless a Sequential Order Event has also occurred, in which case payments will be made as provided in Section 3.1 upon the occurrence of a Sequential Order Event; provided, however, if the Trustee has sold the Collateral under this Indenture, then payments shall be made as provided in Section 11.7.

Acceleration of Maturity; Rescission and Annulment. (a) If an any Event of Default shall have occurred and be continuingoccurs under subparagraph (d) of Section 11.1, the Indenture Trustee or the Holders principal of each Class of Notes evidencing not less than 51% of the Note Balance of the Controlling Class maythen outstanding, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency)together with accrued and unpaid interest thereon, declare the Notes to will automatically be accelerated and become immediately due and payable by written notice to the Issuer (and to the Indenture Trustee if given by Noteholders)payable. If any other Event of Default occurs, the Depositor and the Servicer, and upon any such declaration the unpaid principal amount Majority Holders of the NotesNotes may accelerate the Notes by declaring the principal of all the Notes then outstanding, together with accrued and unpaid interest thereon through to be immediately due and payable, by a notice in writing to the date of accelerationIssuer, the Trustee and the Swap Counterparty and upon any such declaration such principal and interest shall become immediately due and payable. (b) If At any time after such an acceleration or declaration of acceleration of the Notes have has been declared immediately due made and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article VAgreement, such acceleration may be rescinded by the Holders of Notes evidencing not less than 51at least 50% of the Note Balance of the Controlling Class, Aggregate Principal Amount by written notice to the Issuer, the Depositor, the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency), may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay all principal of and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) Swap Counterparty. No such rescission shall affect any subsequent default Event of Default or impair any right consequent theretothereon. (c) If an Event of Default has occurred and the Notes have been accelerated, payments will continue to be made in accordance with the Priority of Payment unless a Sequential Order Event has also occurred, in which case payments will be made as provided in Section 3.1 upon the occurrence of a Sequential Order Event; provided however, if the Trustee has sold the Collateral under this Agreement, then payments shall be made as provided in Section 11.7.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred should occur and be continuing, the then and in every such case Indenture Trustee or the Holders of Notes evidencing representing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency), Notes may declare all the Notes to be immediately due and payable payable, by written a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount of the such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have . At any time after such declaration of acceleration of maturity has been declared immediately due made and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article VV provided, the Holders of Notes evidencing not less than 51% representing a majority of the Note Balance Outstanding Amount of the Controlling ClassNotes, by written notice to the Issuer, the Depositor, the Issuer and Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (ia) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay pay (i) all payments of principal of and interest on the all Notes and all other amounts that would then be due hereunder or upon the such Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all Events sums paid or advanced by Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) No such rescission shall affect any subsequent default or impair any right consequent thereto.Indenture Trustee and its agents and counsel; and

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default described in paragraphs (a), (b), (c), (d), (e), (f), (m), (n), (o) or (p) of Section 7.1 occurs and is continuing with respect to the Notes, then and in each and every such case, unless the principal of all the Notes shall have occurred already become due and be continuingpayable, the Indenture Trustee or Trustee, upon the Holders request of Notes evidencing Noteholders holding not less than 5125% in aggregate principal amount of the Note Balance of the Controlling Class mayNotes then Outstanding hereunder, upon prior written by notice to the Administrator (who shall promptly forward such notice to each Rating Agency), declare the Notes to be immediately due and payable by written notice in writing to the Issuer (and to the Indenture Trustee if given by the Noteholders), may declare the Depositor principal amount of all the Notes then Outstanding and the Servicerall accrued interest thereon to be due and payable immediately, and upon any such declaration the unpaid same shall become and shall be immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default described in paragraphs (g), (h), (i), (j), (k) or (l) of Section 7.1 occurs and is continuing, then and in each and every such case, the principal amount of the NotesNotes then Outstanding and all accrued interest and other amounts thereon shall, together with accrued without any notice to the Issuer or any other act on the part of the Trustee or any Noteholder, become and unpaid interest thereon through the date of acceleration, shall become be accelerated and immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. (b) If At any time after a declaration of acceleration has been made with respect to the Notes have been declared immediately due and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article Vprovided, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling ClassMajority Noteholders, by written notice to the Issuer, the Depositor, the Indenture Trustee Issuer and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind receive and annul such declaration of acceleration and its consequences if: (i) the Issuer has there shall have been paid to or deposited with the Indenture Trustee a sum sufficient to pay pay: (A) all principal overdue installments of and interest on the Notes; (B) the principal of any Notes that have become due other than by such declaration of acceleration and all other amounts that would then be due hereunder or upon interest thereon at the respective rates provided in the Notes if for late payments of principal; (C) to the Event extent that payment of Default giving rise to such acceleration had not occurredinterest is lawful, interest upon overdue installments of interest at the respective rates provided in the Notes for late payments of interest; and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements, and advances of the Trustee, its agents and counsel; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.127.4. (c) No such rescission shall affect any subsequent default or impair any right consequent theretothereon. (d) In the event of any acceleration of the Notes under Section 7.2(a), the Trustee shall, at the request of Noteholders holding not less than 25% in aggregate principal amount of the Notes then Outstanding hereunder, apply all amounts on deposit in the Reserve Account to satisfy the obligations of the Issuer hereunder. Other than in connection with this Section 7.2(d) and any withdrawal provided for with or in connection with the provisions of Section 5.3 hereof, the Trustee shall not withdraw or apply any amounts on deposit in the Reserve Account for any other purpose.

Acceleration of Maturity; Rescission and Annulment. (a) If -------------------------------------------------- an Event of Default shall have occurred should occur and be continuing, then and in every such case the Indenture Trustee Trustee, at the direction or upon the Holders of Notes evidencing not less than 51% prior written consent of the Note Balance of the Controlling Majority Highest Priority Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency), Noteholders may declare all the Notes to be immediately due and payable payable, by written a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the ServicerIssuer, and upon any such declaration the unpaid principal amount of the such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have . At any time after such declaration of acceleration of maturity has been declared immediately due made and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article VV provided, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling ClassMajority Highest Priority Class Noteholders, by written notice to the Issuer, the Depositor, Issuer and the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (ia) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay pay: (i) all payments of principal of and interest on the all Highest Priority Class Notes and all other amounts that would then be due hereunder or upon the such Highest Priority Class Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel; and (iii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) . No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred occur and be continuingcontinuing (other than the Events of Default specified in Section 5.1(f) or 5.1(g)), the Indenture Trustee or may (and shall at the Holders direction of Notes evidencing not less than 51% of the Note Balance a Majority of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating AgencyClass), declare the principal of and accrued and unpaid interest on all the Class A Loans and the Notes to be immediately due and payable by written notice to the Issuer (and to any such acceleration shall automatically terminate the Indenture Trustee if given by NoteholdersReinvestment Period), the Depositor and the Servicer, and upon . Upon any such declaration the unpaid principal amount of the Notessuch principal, together with all accrued and unpaid interest thereon through thereon, and other amounts payable thereunder in accordance with the date Priority of acceleration, shall Payments will become immediately due and payable. If an Event of Default described in Section 5.1(f) or 5.1(g) above occurs, such an acceleration shall occur automatically and without any further action, and any such acceleration shall automatically terminate the Reinvestment Period. If the Class A Loans and the Notes are accelerated, payments shall be made in the order and priority set forth in Section 11.1(a) hereof. (b) If the Notes have At any time after such a declaration of acceleration of maturity has been declared immediately due made, and payable following an Event of Default, before a judgment or decree for payment of the amount amounts due has been obtained by the Indenture Trustee as hereinafter provided in this Article V5, the Holders of Notes evidencing not less than 51% of the Note Balance a Majority of the Controlling Class, other than with respect to an Event of Default specified in Section 5.1(d), 5.1(f), 5.1(g), or 5.1(i), by written notice to the Issuer, the Depositor, the Indenture Trustee Issuer and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee Note Administrator a sum sufficient to pay pay: (A) all principal unpaid installments of and interest on and principal on the Class A Loans and the Notes and all other amounts that would then be due and payable hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; (B) all unpaid taxes of the Issuer, Company Administrative Expenses and other sums paid or advanced by or otherwise due and payable to the Note Administrator, the Loan Agent or to the Trustee hereunder or under the Credit Agreement; (C) with respect to the Advancing Agent, the Backup Advancing Agent and the Trustee, any amount due and payable for unreimbursed Interest Advances and Reimbursement Interest; and (D) with respect to the Collateral Management Agreement, any Collateral Manager Fee then due and any Company Administrative Expense due and payable to the Collateral Manager thereunder; and (ii) the Trustee has received notice that all Events of Default, other than the nonpayment non-payment of the interest and principal of on the Class A Loans or the Notes that has have become due solely by such acceleration, have been cured and a Majority of the Controlling Class, by written notice to the Trustee, has agreed with such notice (which agreement shall not be unreasonably withheld or delayed) or waived as provided in Section 5.12. (c) 5.14. At any such time that the Trustee, subject to Section 5.2(b), shall rescind and annul such declaration and its consequences as permitted hereinabove, the Collateral shall be preserved in accordance with the provisions of Section 5.5 with respect to the Event of Default that gave rise to such declaration; provided, however, that if such preservation of the Collateral is rescinded pursuant to Section 5.5, the Class A Loans and the Notes may be accelerated pursuant to the first paragraph of this Section 5.2, notwithstanding any previous rescission and annulment of a declaration of acceleration pursuant to this paragraph. No such rescission shall affect any subsequent default Default or impair any right consequent theretothereon. (c) Subject to Sections 5.4 and 5.5, a Majority of the Controlling Class shall have the right to direct the Trustee in the conduct of any Proceedings for any remedy available to the Trustee or in the sale of any or all of the Collateral; provided that (i) such direction will not conflict with any rule of law or this Indenture; (ii) the Trustee may take any other action not inconsistent with such direction; (iii) the Trustee has received security or indemnity satisfactory to it; and (iv) any direction to undertake a sale of the Collateral may be made only as described in Section 5.17. The Trustee shall be entitled to refuse to take any action absent such direction. (d) As security for the payment by the Issuer of the compensation and expenses of the Trustee, the Custodian, the Note Administrator, and any sums the Trustee, the Custodian, or Note Administrator shall be entitled to receive as indemnification by the Issuer, the Issuer hereby grants the Trustee a lien on the Collateral, which lien is senior to the lien of the Class A Lenders and the Noteholders. The Trustee’s lien shall be subject to the Priority of Payments and exercisable by the Trustee only if the Class A Loans and the Notes have been declared due and payable following an Event of Default and such acceleration has not been rescinded or annulled. (e) A Majority of the Controlling Class may, prior to the time a judgment or decree for the payment of amounts due has been obtained by the Trustee, waive any past Default on behalf of the holders of all the Class A Loans and the Notes and its consequences in accordance with Section 5.14.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred described in paragraph (a), (b) or (c) of Section 5.02 should occur and be continuingcontinuing with respect to a Series, then and in every such case the Indenture Trustee or the Holders of Notes evidencing not less than 51representing at least 25% of the Note Balance Outstanding Amount of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency), Series may declare all the Notes of such Series to be immediately due and payable payable, by written a notice in writing to the Issuer (and to the Indenture Trustee if given declared by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount of the such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) . If the Notes have been declared immediately due and payable following an Event of DefaultDefault described in paragraph (d) or (e) of Section 5.02 should occur and be continuing, then the unpaid principal of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall automatically become, and shall be deemed to be declared, due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article Vprovided, the Holders of Notes evidencing not less than 51representing at least 66 2/3% of the Note Balance Outstanding Amount of the Controlling ClassNotes of such Series, by written notice to the Issuer, the Depositor, Issuer and the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency)in accordance with Section 5.13, may rescind and annul such declaration of acceleration and its consequences ifconsequences; provided, that: (ia) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay pay: (i) all payments of principal of and interest on the all Notes and all other amounts that would then be due hereunder or upon the such Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid by the Indenture Trustee hereunder and the reasonable compensation, expenses and disbursements of the Indenture Trustee and its agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default should occur and be continuing hereunder, then and in every such case, unless the principal amount of the Notes shall have occurred already become due and be continuingpayable, the Indenture Trustee at the direction of the Credit Enhancer, or either the Indenture Trustee or the Holders Majority in Voting Interest of Notes evidencing not less than 51% Notes, in each case with the consent of the Note Balance of the Controlling Class mayCredit Enhancer, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency), may declare all the Notes to be immediately due and payable payable, by written a notice in writing to the Issuer (and to the Indenture Trustee and the Credit Enhancer if given by the Noteholders), ) setting forth the Depositor and the ServicerEvent or Events of Default, and upon any such declaration the unpaid principal amount of the such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes Indenture and such proceedings shall have been declared immediately due discontinued or abandoned because of such rescission and payable following an Event of Defaultannulment or for any other reason, before a judgment or decree for payment of the amount due has shall have been obtained by determined adversely to the Indenture Trustee as hereinafter provided Trustee, then and in this Article V, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, by written notice to the Issuer, the Depositorevery such case, the Indenture Trustee Trustee, the Issuer and the Administrator (who Noteholders, as the case may be, shall promptly forward such notice be restored respectively to each Rating Agency)their former positions and rights hereunder, may rescind and annul such declaration all rights, remedies and powers of acceleration and its consequences if: (i) the Indenture Trustee, the Issuer has paid or deposited with and the Indenture Trustee a sum sufficient to pay all principal of and interest on Noteholders, as the Notes and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to case may be, shall continue as though no such acceleration proceedings had not occurred; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12taken. (c) No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. Each Holder of a Security by its acceptance thereof agrees that if (ai) If an Event of Default shall occurs and is continuing and (ii) the holders of the Specified Senior Debt, if any, have occurred given their prior written consent to the taking of such action or have accelerated the Specified Senior Debt, then and be continuing, in every such case the Indenture Trustee or the Requisite Holders of Notes evidencing not less than 51% may, and the Trustee, upon the request of the Note Balance of the Controlling Class mayRequisite Holders, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency)shall, declare the Notes principal of all the Securities to be immediately due and payable immediately, by written a notice in writing to the Issuer Company (and to the Indenture Trustee if given by Noteholders)the Holders) and, if the Depositor and Letter of Credit Facility is in effect, to Bankers Trust Company (at 280 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇tention: Carl ▇. ▇▇▇▇▇) ▇▇d to the Servicertrustees under the Collateralized Note Indenture (at Fleet National Bank, One ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇tention: Corporate Trust Administration) and upon any such declaration the unpaid principal amount of the Notessuch principal, together with interest accrued thereon, shall become due and unpaid payable; provided that if an Event of Default specified in subsections 501(e) or (f) occurs, then such principal, together with interest thereon through the date of accelerationaccrued thereon, shall become immediately due and payable. (b) If the Notes have payable without any such declaration or notice or any other action and references in this Indenture to "declaration of acceleration" shall include such automatic acceleration. At any time after such declaration of acceleration has been declared immediately due made and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article Vprovided, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling ClassRequisite Holders, by written notice to the Issuer, the Depositor, the Indenture Trustee Company and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay all principal of and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred occur and be continuingthe Note Insurer is not the Controlling Party, then and in every such case the Indenture Trustee may or the Indenture Trustee as directed in writing by the Holders of Notes evidencing representing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class may, upon prior written notice to the Administrator (who Notes shall promptly forward such notice to each Rating Agency), declare all the Notes to be then immediately due and payable payable, by written a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount Outstanding Amount of the such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If ; provided, however, that if on the date any such Event of Default occurs or is continuing, the Note Insurer is the Controlling Party, then the Note Insurer, in its sole discretion, may determine whether or not to accelerate payment on the Notes. In the event of any acceleration of the Notes have been declared immediately due and payable following an Event by operation of Default, before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided in this Article V, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, by written notice to the Issuer, the DepositorSection 5.02, the Indenture Trustee shall continue to be entitled to make claims under the Policy pursuant to Section 5.09 of the Sale and Servicing Agreement. Payments under the Administrator (who Policy following acceleration of the Notes shall promptly forward such notice to each Rating Agency), may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with be applied by the Indenture Trustee a sum sufficient Trustee: FIRST: to pay all principal the payment of amounts due and interest unpaid on the Notes in respect of interest, ratably, without preference or priority of any kind; SECOND: to the payment of amounts due and all other amounts that would then be due hereunder unpaid on the Class A-1 Notes in respect of principal, ratably, without preference or upon priority of any kind, until the Class A-1 Notes if the Event of Default giving rise to such acceleration had not occurredare paid in full; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred should occur and be continuing, then and in every such case the Indenture Trustee or may, and shall, upon the prior written direction of the Holders of Notes evidencing representing not less than 5166-2/3% of the Note Balance Outstanding Amount of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency)Notes, declare all the Notes to be immediately due and payable payable, by written a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount of the such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have . At any time after such declaration of acceleration of maturity has been declared immediately due made and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article VV provided, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling ClassMajority Noteholder, by written notice to the Issuer, the Depositor, Issuer and the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay pay: (A) all payments of principal of and interest on the all Notes and all other amounts that would then be due hereunder or upon the such Notes if the Event of Default giving rise to such acceleration had not occurred; and (B) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) 5.12 below. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred should occur and be continuing, then and in every such case the Indenture Note Trustee or the Holders of Notes evidencing representing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency), Notes may declare all the Notes to be immediately due and payable payable, by written a notice in writing to the Note Issuer (and to the Indenture Note Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have . At any time after such declaration of acceleration of maturity has been declared immediately due made and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Note Trustee as hereinafter provided in this Article VV provided, the Holders of Notes evidencing not less than 51% representing a majority of the Note Balance Outstanding Amount of the Controlling ClassNotes, by written notice to the Issuer, the Depositor, the Indenture Trustee Note Issuer and the Administrator (who shall promptly forward such notice to each Rating Agency)Note Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) the Note Issuer has paid or deposited with the Indenture Note Trustee a sum sufficient to pay pay (A) all payments of principal of and interest on the all Notes and all other amounts that would then be due hereunder or upon the such Notes if the Event of Default giving rise to such acceleration had not occurred; and (B) all sums paid or advanced by the Note Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Note Trustee and its agents and counsel; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) . No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred occurs and be continuingis continuing (other than an Event of Default specified in Section 5.1(e) or (f)), the Indenture Trustee may, and shall, upon the written direction of (x) a Majority of each Class of Secured Notes (voting separately by Class) (other than any Collateral Manager Notes, which will be disregarded and deemed not to be Outstanding for purposes of this clause (x)) in the case of an Event of Default specified in Section 5.1(g) or the Holders of Notes evidencing not less than 51% of the Note Balance (y) a Majority of the Controlling Class mayin the case of an Event of Default (other than an Event of Default specified in Section 5.1(e), upon prior written (f) or (g)), by notice to the Administrator Co-Issuer, the Issuer (who subject to Section 14.3(c), which notice the Issuer shall promptly forward such notice provide to each Rating Agency)Agency then rating a Class of Secured Notes) and the Collateral Manager, declare the principal of all the Secured Notes and all other amounts whatsoever payable by the Issuer (including any Class A-1R Note Additional Amounts) to be immediately due and payable by written notice to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicerpayable, and upon any such declaration the unpaid principal amount of the Notessuch principal, together with all accrued and unpaid interest thereon through the date of accelerationthereon, and other amounts payable hereunder, shall become immediately due and payable. If an Event of Default specified in Section 5.1(e) or (f) occurs, all unpaid principal, together with all accrued and unpaid interest thereon, of all the Secured Notes, and other amounts payable thereunder and hereunder, shall automatically become due and payable without any declaration or other act on the part of the Trustee or any Noteholder. (b) If the Notes have At any time after such a declaration of acceleration of maturity has been declared immediately due made and payable following an Event of Default, before a judgment or decree for payment of the amount Money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V, the Holders of Notes evidencing not less than 51% of the Note Balance a Majority of the Controlling Class, Class by written notice to the Issuer, the Depositor, the Indenture Trustee Issuer and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) The Issuer or the Co-Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay pay: (A) all unpaid installments of interest, Commitment Fees, principal of and interest Class A-1R Note Additional Amounts then due on the Secured Notes (other than any principal amounts due to the occurrence of an acceleration); (B) to the extent that the payment of such interest is lawful, interest upon any Deferred Interest at the applicable Interest Rate; and (C) all unpaid Taxes and all Administrative Expenses of the Co-Issuers and other sums paid or advanced by the Trustee hereunder or by the Collateral Administrator under the Collateral Administration Agreement or hereunder, accrued and unpaid Collateral Management Fees and any other amounts that would then be due payable by the Co-Issuers hereunder or upon the Notes if the Event of Default giving rise prior to such acceleration had not occurredAdministrative Expenses and such Collateral Management Fees; and (ii) It has been determined that all Events of Default, other than the nonpayment of the interest on or principal of the Secured Notes that has become due solely by such acceleration, have (A) been cured cured, and a Majority of the Controlling Class by written notice to the Trustee has agreed with such determination (which agreement shall not be unreasonably withheld), or (B) been waived as provided in Section 5.12. (c) 5.14. No such rescission shall affect any subsequent default Default or impair any right consequent theretothereon.

Acceleration of Maturity; Rescission and Annulment. (a) If an any Event of Default shall have occurred and be continuingoccurs under subparagraph (d) of Section 11.1, the Indenture Trustee or the Holders principal of each Class of Notes evidencing not less than 51% of the Note Balance of the Controlling Class maythen outstanding, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency)together with accrued and unpaid interest thereon, declare the Notes to will automatically be accelerated and become immediately due and payable by written notice to the Issuer (and to the Indenture Trustee if given by Noteholders)payable. If any other Event of Default occurs, the Depositor and the Servicer, and upon any such declaration the unpaid principal amount Majority Holders of the NotesNotes may accelerate the Notes by declaring the principal of all the Notes then outstanding, together with accrued and unpaid interest thereon through to be immediately due and payable, by a notice in writing to the date of accelerationIssuer, the Trustee and the Swap Counterparty and upon any such declaration such principal and interest shall become immediately due and payable. (b) If At any time after such an acceleration or declaration of acceleration of the Notes have has been declared immediately due made and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article VIndenture, such acceleration may be rescinded by the Holders of Notes evidencing not less than 51at least 50% of the Note Balance of the Controlling Class, Aggregate Principal Amount by written notice to the Issuer, the Depositor, the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency), may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay all principal of and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) Swap Counterparty. No such rescission shall affect any subsequent default Event of Default or impair any right consequent theretothereon. (c) If an Event of Default has occurred and the Notes have been accelerated, payments will continue to be made in accordance with the Priority of Payment unless a Sequential Order Event has also occurred, in which case payments will be made as provided in Section 3.1 upon the occurrence of a Sequential Order Event; provided, however, if the Trustee has sold the Collateral under this Indenture, then payments shall be made as provided in Section 11.7.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred occurs and be continuingis continuing (other than an Event of Default specified in Section 5.1(e) or (f)), the Indenture Trustee or may, and shall, upon the Holders written direction of Notes evidencing not less than 51% of the Note Balance a Majority of the Controlling Class mayClass, upon prior written by notice to the Administrator Applicable Issuers (who shall promptly forward such notice subject to each Rating AgencySection 14.3(c), which notice the Issuer shall provide to the Rating Agency so long as it is rating a Class of Secured Notes) and the Collateral Manager, declare (x) the principal of the Secured Notes in the case of the occurrence of an Event of Default specified in Section 5.1(a), (b), (c), (d) or (g); and (y) all other amounts whatsoever payable by the Applicable Issuers pursuant to the Priority of Payments to be immediately due and payable by written notice to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicerpayable, and upon any such declaration the unpaid principal amount of the Notessuch principal, together with all accrued and unpaid interest thereon through thereon, and all other amounts payable by the date Issuer hereunder in accordance with the Priority of accelerationPayments, shall become immediately due and payable. If an Event of Default specified in Section 5.1(e) or (f) occurs, all such unpaid principal, together with all accrued and unpaid interest thereon, of all of the Secured Notes, and all other amounts payable thereunder and hereunder, shall automatically become due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) If the Notes have At any time after such a declaration of acceleration of maturity has been declared immediately due made and payable following an Event of Default, before a judgment or decree for payment of the amount Money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V, the Holders of Notes evidencing not less than 51% of the Note Balance a Majority of the Controlling Class, by written notice to the Issuer, the Depositor, the Indenture Trustee Co-Issuers and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) The Issuer or the Co-Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay pay: (A) all unpaid installments of interest and principal of and interest then due on the Secured Notes (other than any principal amounts due to the occurrence of an acceleration); (B) to the extent that the payment of such interest is lawful, interest upon any Deferred Interest at the applicable Interest Rate; and (C) in accordance with the Priority of Payments, all unpaid Taxes and all Administrative Expenses and other sums paid or advanced by the Trustee hereunder or by the Collateral Administrator under the Collateral Administration Agreement or hereunder owing, accrued and unpaid Collateral Management Fees (unless waived by the Collateral Manager) and any other amounts that would then be due payable Co-Issuers hereunder or upon the Notes if the Event of Default giving rise prior to such acceleration had not occurredAdministrative Expenses and such Collateral Management Fees; and (ii) It has been determined that all Events of Default, other than the nonpayment of the interest on or principal of the Secured Notes that has become due solely by such acceleration, have (A) been cured cured, and a Majority of the Controlling Class, by written notice to the Trustee, has agreed with such determination (which agreement shall not be unreasonably withheld), or (B) been waived as provided in Section 5.12. (c) 5.14. No such rescission shall affect any subsequent default Default or impair any right consequent theretothereon.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred (other than an Event of Default specified in Section 5.01(f) or (g) with respect to the Company) occurs and be is continuing, the Indenture Trustee or the Holders of Notes evidencing not less than 5125.0% in aggregate principal amount of the Note Balance Notes then Outstanding may, and the Trustee upon the request of the Controlling Class mayHolders of not less than 25.0% in aggregate principal amount of the Notes then Outstanding shall, upon prior written notice declare all the Notes due and payable, in an amount equal to the Administrator (who shall promptly forward such notice to each Rating Agency), declare the Notes to be immediately due and payable by written notice to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through to the date the Notes become due and payable immediately by notice in writing to the Company, and to the Company and the Trustee, if by the Holders, specifying the respective Event of Default and that such notice is a "notice of acceleration, ," and the Notes and all accrued and unpaid interest thereon shall thereupon become immediately due and payable. . If an Event of Default specified in Section 5.01(f) or (bg) If with respect to the Company above occurs and is continuing, then the principal of, premium if any, and any accrued interest on all the Outstanding Notes have been declared shall ipso facto become and be immediately due and payable following an Event without any declaration or other act on the part of Default, the Trustee or any Holder of the Notes. At any time after such declaration of acceleration has been made and before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article VArticle, the Holders of Notes evidencing not less than 51% a majority in aggregate principal amount of the Note Balance of the Controlling ClassNotes Outstanding, by written notice to the Issuer, the Depositor, the Indenture Trustee Company and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (ia) the Issuer Company has paid or deposited with the Indenture Trustee a sum sufficient to pay pay: (i) all amounts paid or advanced by the Trustee under Section 6.07, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; (ii) all overdue interest on all Outstanding Notes; (iii) the principal of and premium, if any, on any Outstanding Notes which have become due otherwise than by such declaration of acceleration and interest on thereon at the Notes and all other amounts that would rate then be due hereunder or upon borne by the Notes if the Event of Default giving rise to such acceleration had not occurredNotes; and (iiiv) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate then borne by the Notes; and (b) all Events of Default, other than the nonpayment non-payment of the principal of the Outstanding Notes that has become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.12waived. (c) No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Notes Outstanding may declare the principal of all the Notes to be due and payable, by a notice in writing to the Bank (and to the Trustee if given by Holders), and upon any such declaration, such principal and, in the case of Designated Fixed Rate Notes, the Redemption Premium shall become due and payable by mandatory redemption pursuant to Section 1301; provided, however, that if the Letter of Credit, for any reason, is not in full force and effect, the Trustee or the Holders may declare the principal of, and, in the case of Designated Fixed Rate Notes, the Redemption Premium on, all the Notes to be due and payable immediately; provided further, that if an Event of Default set forth in clause (6) or (7) of Section 501 shall occur and a receiver, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) shall be appointed in respect of the Bank, no acceleration of maturity of the Notes or declaration thereof shall occur pursuant to this Section 502 unless and until consistent with the rights of such receiver or conservator (or similar official) under applicable law; provided further, however, that the foregoing proviso shall not apply if (i) any Event of Default other than those set forth in clauses (6) or (7) shall have occurred and be continuing, continuing or (ii) the Indenture Trustee Notes are repudiated or the Holders of Notes evidencing not less than 51% maturity of the Note Balance Notes is accelerated by a receiver or conservator (or other similar official) or by a court. At any time after such a declaration of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency), declare the Notes to be immediately due acceleration has been made and payable by written notice to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have been declared immediately due and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article Vprovided, the Holders of Notes evidencing not less than 51% a majority in principal amount of the Note Balance of the Controlling ClassNotes Outstanding, by written notice to the Issuer, the Depositor, the Indenture Trustee Bank and the Administrator (who shall promptly forward Trustee, or the Trustee if such declaration of acceleration has not been made by the Holders of Notes, by written notice to each Rating Agency)the Bank, may rescind and annul such declaration of acceleration and its consequences if: (i1) the Issuer Bank has paid or deposited with the Indenture Trustee a sum sufficient to pay pay (A) all overdue installments of interest on all Notes, (B) the principal of any Notes which have become due otherwise than by such declaration of acceleration and interest on thereon at the Notes and all other amounts respective rates borne by such Notes, (C) to the extent that would then be due hereunder or payment of such interest is lawful, interest upon overdue installments of interest at the Notes if the Event of Default giving rise to respective rates borne by such acceleration had not occurred; Notes, and (iiD) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; (2) all Events of Default, other than the nonpayment non-payment of the principal of the of, or Redemption Premium, if any, on Notes that has which have become due solely by such acceleration, have been cured or waived as provided in Section 5.12.513; and (c3) notice of redemption has not been given pursuant to Section 1303. No such rescission shall affect any subsequent default or impair any right consequent theretothereon.

Acceleration of Maturity; Rescission and Annulment. Solely with respect to the Notes, Section 502 of the Base Indenture is hereby amended and restated as follows (a) with all references in the Base Indenture to Section 502 being deemed to refer to this Section 5.2): “If an Event of Default shall have occurred (other than an Event of Default described in Section 5.1(a)(6) or (7)) occurs and be is continuing, the Indenture Trustee by written notice to the Company, or the Holders of Notes evidencing not less than 51at least 25% in principal amount of the Note Balance of the Controlling Class may, upon prior then outstanding Notes by written notice to the Administrator (who shall promptly forward Company and the Trustee, may, and the Trustee at the request of such notice to each Rating Agency)Holders shall, declare the principal, premium, if any, and accrued and unpaid interest, if any, on all the Notes to be due and payable. Such notice must specify the Event of Default and state that such notice is a “Notice of Acceleration.” Upon such a declaration, such principal, premium, if any, and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 5.1(a)(5) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the default triggering such Event of Default pursuant to Section 5.1(a)(5) shall be remedied or cured by the Company or waived by the Holders of the relevant Indebtedness within 20 days after the written notice of declaration of acceleration of the Notes with respect thereto is received by the Company and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all, existing Events of Default, except nonpayment of principal, premium, if any, or interest on the Notes that became due solely because of the acceleration of such Notes, have been cured or waived. If an Event of Default pursuant to Section 5.1(a)(6) or (7) occurs and is continuing, the principal, premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable by written notice to without any declaration or other act on the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount part of the Notes, together with accrued and unpaid interest thereon through the date Trustee or any Holders. At any time after a declaration of acceleration, shall become immediately due and payable. (b) If the Notes have been declared immediately due and payable following an Event of Default, but before a judgment or decree for the payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article VTrustee, the Holders of Notes evidencing not less than 51% a majority in principal amount of the Note Balance of the Controlling Class, outstanding Notes by written notice to the Issuer, the Depositor, the Indenture Trustee and the Administrator Company (who shall promptly forward such notice including, without limitation, waivers and consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) may waive all past Defaults or Events of Default with respect to each Rating Agency), the Notes and may rescind and annul such declaration of acceleration and its consequences if: consequences; provided that (i) the Issuer has paid rescission would not conflict with any judgment or deposited with the Indenture Trustee decree of a sum sufficient to pay all principal court of competent jurisdiction and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all existing Events of Default, other than the nonpayment of the principal of of, premium, if any, and interest on the Notes that has have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.12waived. (c) No such rescission shall affect any subsequent default or impair any right consequent thereto.”

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred should occur and be continuing, then and in every such case the Indenture Trustee or the Holders Majority Noteholders may declare all of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency), declare the Notes to be immediately due and payable payable, by written a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) If the Notes have . At any time after such declaration of acceleration of maturity has been declared immediately due made and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article VV provided, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, Majority Noteholders by written notice to the Issuer, the Depositor, Issuer and the Indenture Trustee and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay pay: (A) all payments of principal of and interest on the all Notes and all other amounts that would then be due hereunder or upon the such Notes if the Event of Default giving rise to such acceleration had not occurred; and (B) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) . No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee in its discretion may, or the if so requested in writing by Holders of Notes evidencing not less than 51% of representing the Note Balance of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward such notice to each Rating Agency)Majority shall, declare the Notes to be immediately due and payable by written notice to the Issuer (that the Notes become, whereupon they shall become, immediately due and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount of the Notespayable, together with accrued and unpaid interest thereon through thereon. Notwithstanding anything to the date contrary in this Section 5.2, if an Event of accelerationDefault specified in Section 5.1(iv) or (v) shall occur and be continuing, the Notes shall become immediately due and payable. (b) If payable at par, together with accrued interest thereon. At any time after such declaration of acceleration of maturity has been made by the Notes have been declared immediately due Trustee and payable following an Event of Default, before a judgment or decree for payment of the amount money due has been obtained by the Indenture Trustee as hereinafter provided in this Article VV provided, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling ClassMajority, by written notice to the Issuer, the Depositor, the Indenture Trustee Issuer and the Administrator (who shall promptly forward such notice to each Rating Agency)Trustee, may rescind and annul such declaration of acceleration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay pay: (A) all payments of principal of and interest on the all Notes and all other amounts that would then be due hereunder or upon the such Notes if the Event of Default giving rise to such acceleration had not occurred; and (B) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) . No such rescission shall affect any subsequent default or impair any right consequent thereto.