Common use of Rights Upon Event of Default Clause in Contracts

Rights Upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Trustee may, or if so requested in writing by Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) So long as no Insurer Default has occurred and is continuing, if an Event of Default shall have occurred and be continuing, then the Insurer shall have the right, but not the obligation, upon prior written notice to each Rating Agency, to declare by written notice to the Issuer and the Indenture Trustee that the Notes become immediately due and payable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon, shall become immediately due and payable. The Indenture Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Indenture Trustee shall continue to make claims under the Policy with respect to the Notes. (b) If an Insurer Default shall have occurred and be continuing and an Event of Default shall have occurred and be continuing, the Indenture Trustee mayshall, or if so requested in writing by Holders of Notes representing at least a majority 662/3% of the aggregate Outstanding Amount of the Notes of the Controlling Notes, acting together as a single Class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that all the Notes become, whereupon they shall become, become immediately due and payable at parpayable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraphthereon, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at parpayable. (c) Following any Event of Default, together with the Insurer may elect to pay all or any portion of the outstanding amount of the Notes, plus accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments date of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretopayment.

Rights Upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Trustee Agent may, in its sole discretion, or if so requested shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in writing respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by Holders declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of Notes representing any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Collateral Manager, at the Collateral Manager’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least a majority ten days’ notice to the Borrower of the Outstanding Amount time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Notes Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Controlling ClassCollateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, upon prior written notice at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to each Rating Agency, shall declare terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Issuer Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Notes become, whereupon they shall become, immediately due and payable at par, together Equityholder has access to sufficient capital to consummate such purchase in accordance with accrued interest thereon and all other amounts due hereunderthis clause (c). Notwithstanding anything Once an Exercise Notice is delivered to the contrary Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in this paragraphrespect of the Collateral, if an Event of Default specified including any right described in Section 5.01(iv13.3(a) or (v) shall occur and be continuing Section 13.10, or cause the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part removal of the Trustee Collateral Manager pursuant to Section 7.02, or any Holder cause the liquidation or disposition of the Notes. Payments on Collateral Obligations to occur, in each case during the Notes upon a declaration of acceleration of maturity time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section shall be made in accordance with Section 2.07(c13.3(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) So long as no Insurer Default shall have occurred and be continuing, if an Event of Default shall have occurred and be continuing, then the Insurer shall have the right, but not the obligation, upon prior written notice to each Rating Agency, to declare by written notice to the Issuer, the Servicer and the Indenture Trustee that the Notes become immediately due and payable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon, shall become immediately due and payable. The Indenture Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Indenture Trustee shall continue to make claims under the Policy with respect to the Notes. (b) If an Insurer Default shall have occurred and be continuing and an Event of Default shall have occurred and be continuing, the Indenture Trustee mayshall, or if so requested in writing by Holders of Notes the Noteholders representing at least a majority 66 2/3% of the Outstanding Amount of the Notes of the Controlling ClassNote Balances, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, become immediately due and payable at parpayable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraphthereon, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at parpayable. (c) Following any Event of Default, together with the Insurer may elect to prepay all or any portion of the outstanding amount of the Notes, plus accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and date of payment; provided, however, that the Trustee, may rescind and annul such declaration and Insurer shall fulfill its consequences if: (i) obligations under the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretoPolicy.

Rights Upon Event of Default. (a) If As long as an Event of Default shall have occurred and be continuingunder this Agreement remains unremedied, Holders of not less than 50% of the Trustee outstanding Class Principal Balance of each Class of Notes to which such Event of Default relates may, or if so requested in writing by Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the ▇▇▇▇▇▇ ▇▇▇, declare such Notes become, whereupon they shall become, immediately due and payable at parand accelerate the maturity of such Notes. Upon such acceleration, together with the Class Principal Balance of such Notes and the interest accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c)payable. (b) At Prior to or after the institution of any time after a declaration of acceleration of maturity has been made and before a judgment action or decree for payment of proceeding relating to the amount due has been obtained by the Trustee as hereinafter provided in this ArticleNotes, the Holders of Notes representing a majority not less than 50% of the Outstanding Amount outstanding Class Principal Balance of each Class of Notes to which an Event of Default relates may waive such Event of Default as it relates to such Class at any time, whether or not it has resulted in a declaration of an acceleration of the Notes maturity of the Controlling ClassNotes, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences ifany previously declared acceleration. (c) No Holder has any right under this Agreement to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, or for the appointment of a receiver or trustee, or for any other remedy, unless: (i) the Issuer Holder previously has paid or deposited with given written notice to ▇▇▇▇▇▇ Mae of an Event of Default and the Trustee a sum sufficient to pay:continuance thereof; (Aii) all payments the Holders of principal not less than 50% of and interest on all the outstanding Class Principal Balance of each Class of Notes and all other amounts that would then be due hereunder or upon to which such Notes if Event of Default relates have given ▇▇▇▇▇▇ ▇▇▇ written notice of the Event of Default; and (iii) the Event of Default giving rise to continues uncured for 60 days following such acceleration had not occurred; andnotice. (Bd) all sums paid or advanced by Whenever in this Agreement it is provided that the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances Holders of the Trustee and its agents and counsel and other amounts due and owing to the Trustee pursuant to Section 6.07; and (ii) all Events of Default, other than the nonpayment of the principal a specified percentage in outstanding Class Principal Balance of the Notes may take any action (including the making of any demand or request, or the giving of any authorization, notice, consent or waiver), the fact that has become due solely at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced by such accelerationa writing, have been cured or waived as provided any number of writings of similar tenor, executed by Holders in Section 5.13. No such rescission shall affect any subsequent default person, or impair any right consequent theretoby an agent or proxy appointed in writing.

Rights Upon Event of Default. (a) So long as no Insurer Default has occurred and is continuing, if an Event of Default shall have occurred and be continuing, then with the consent of the Insurer, the Notes shall become immediately due and payable at par, together with accrued interest thereon. The Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Trustee shall continue to be entitled to make claims under the Note Policy pursuant to Section 5.18 for Scheduled Payments on the Notes. Payments under the Note Policy following acceleration of the Notes shall be applied by the Trustee: (i) to Noteholders for amounts due and unpaid on the Notes for interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for interest; and (ii) to each Class of Noteholders for amounts due and unpaid on such Class of Notes for principal, ratably, without preference or priority of any kind, according to amounts due and payable on the Notes for principal. (b) So long as no Insurer Default has occurred and is continuing, in the event the Notes are accelerated due to an Event of Default, the Insurer shall have the right (in addition to its obligation to pay Scheduled Payments on the Notes in accordance with the Note Policy), but not the obligation, to elect: (i) to cause the Trustee or the Master Servicer, subject to Section 5.04, to sell or liquidate the Trust Estate, in whole or in part, on any date or dates following such acceleration as the Insurer, in its sole discretion, shall elect; or (ii) to pay Scheduled Payments on the Notes in accordance with the Note Policy. (c) If an Insurer Default shall have occurred and be continuing and an Event of Default shall have occurred and be continuing, the Trustee may, or if so requested in writing by Holders of Notes representing at least a majority 662/3% of the aggregate Outstanding Amount of the Notes of the Controlling ClassAmount, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunderthereon. Notwithstanding anything to the contrary in this paragraphparagraph (c), if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing when an Insurer Default has occurred and is continuing, the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c)thereon. (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) If So long as no Insurer Default has occurred and is continuing, if an Event of Default shall have occurred and be continuing, then with the Trustee may, or if so requested in writing by Holders of Notes representing at least a majority consent of the Outstanding Amount of the Notes of the Controlling ClassInsurer, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on thereon. The Trustee will have no discretion with respect to the part acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Trustee or any Holder of shall continue to be entitled to make claims under the Note Policy pursuant to Section 5.18 for Scheduled Payments on the Notes. Payments on under the Notes upon a declaration of Note Policy following acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, shall be applied by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other Noteholders for amounts due and owing unpaid on the Notes for interest, ratably, without preference or priority of any kind, according to the Trustee pursuant to Section 6.07amounts due and payable on the Notes for interest; and (ii) all Events to each Class of Noteholders for amounts due and unpaid on such Class of Notes for principal, ratably, without preference or priority of any kind, according to amounts due and payable on the Notes for principal. (b) So long as no Insurer Default has occurred and is continuing, in the event the Notes are accelerated due to an Event of Default, other than the nonpayment of Insurer shall have the principal of right (in addition to its obligation to pay Scheduled Payments on the Notes that has become due solely by in accordance with the Note Policy), but not the obligation, to elect: (i) to cause the Trustee or the Master Servicer, subject to Section 5.04, to sell or liquidate the Trust Estate, in whole or in part, on any date or dates following such accelerationacceleration as the Insurer, have been cured or waived as provided in Section 5.13. No such rescission its sole discretion, shall affect any subsequent default or impair any right consequent theretoelect; or (ii) to pay Scheduled Payments on the Notes in accordance with the Note Policy.

Rights Upon Event of Default. (a) So long as no Insurer Default has occurred and is continuing, if an Event of Default shall have occurred and be continuing, then the Insurer shall have the right, but not the obligation, to declare by written notice to the Issuer, the Indenture Trustee and each Rating Agency that the Notes become immediately due and payable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon, shall become immediately due and payable. The Indenture Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Indenture Trustee shall continue to make claims under the Policy with respect to the Notes. (b) If an Insurer Default shall have occurred and be continuing and an Event of Default shall have occurred and be continuing, the Indenture Trustee mayshall, or if so requested in writing by Holders of Notes representing at least a majority 66 2/3% of the aggregate Outstanding Amount of the Notes of the Controlling Notes, acting together as a single Class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that all the Notes become, whereupon they shall become, become immediately due and payable at parpayable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraphthereon, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at parpayable. (c) Following any Event of Default, together with the Insurer may elect to pay all or any portion of the outstanding amount of the Notes, plus accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments date of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretopayment.

Rights Upon Event of Default. (a) So long as no Insurer Default has occurred and is continuing, if an Event of Default shall have occurred and be continuing, then with the consent of the Insurer, the Notes shall become immediately due and payable at par, together with accrued interest thereon. The Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Trustee shall continue to be entitled to make claims under the Note Policy pursuant to Section 5.18 for Scheduled Payments on the Notes. Payments under the Note Policy following acceleration of the Notes shall be applied by the Trustee: (i) to Noteholders for amounts due and unpaid on the Notes for interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for interest; and (ii) to each Class of Noteholders for amounts due and unpaid on such Class of Notes for principal, ratably, without preference or priority of any kind, according to amounts due and payable on the Notes for principal. (b) So long as no Insurer Default has occurred and is continuing, in the event the Notes are accelerated due to an Event of Default, the Insurer shall have the right (in addition to its obligation to pay Scheduled Payments on the Notes in accordance with the Note Policy), but not the obligation, to elect: (i) to cause the Trustee or the Master Servicer, subject to Section 5.04, to sell or liquidate the Trust Estate, in whole or in part, on any date or dates following such acceleration as the Insurer, in its sole discretion, shall elect; or (ii) to pay Scheduled Payments on the Notes in accordance with the Note Policy. (c) If an Insurer Default shall have occurred and be continuing and an Event of Default shall have occurred and be continuing, the Trustee may, or if so requested in writing by Holders of Notes representing at least a majority 66-2/3% of the aggregate Outstanding Amount of the Notes of the Controlling ClassAmount, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunderthereon. Notwithstanding anything to the contrary in this paragraphparagraph (c), if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing when an Insurer Default has occurred and is continuing, the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c)thereon. (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) If So long as no Insurer Default has occurred and is continuing, if an Event of Default shall have occurred and be continuing, then the Trustee mayInsurer shall have the right, or if so requested in writing by Holders of Notes representing at least a majority of but not the Outstanding Amount of the Notes of the Controlling Classobligation, upon prior written notice to each Rating Agency, shall to declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the TrusteeIndenture Trustee that the Notes become immediately due and payable, may rescind and annul upon any such declaration the unpaid principal amount of the Notes, together with accrued and its consequences if:unpaid interest thereon, shall become immediately due and payable. The Indenture Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Indenture Trustee shall continue to make claims under the Policy with respect to the Notes. (ib) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of If an Insurer Default shall have occurred and interest on all Notes be continuing and all other amounts that would then be due hereunder or upon such Notes if the an Event of Default giving rise specified in Section 5.01(b), (c), (d), (e) or (f) shall have occurred and be continuing, the Indenture Trustee shall, if so requested in writing by the Holders of Notes representing at least 662/3% of the aggregate Outstanding Amount of the Notes, upon prior written notice to each Rating Agency, declare that the Notes become immediately due and payable, and upon any such acceleration had not occurred; anddeclaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon, shall become immediately due and payable. (Bc) 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 other amounts due and owing to the Trustee pursuant to Section 6.07; and (ii) all Events Following any Event of Default, other than the nonpayment Insurer may elect to pay all or any portion of the principal outstanding amount of the Notes that has become due solely by such accelerationNotes, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretoplus accrued interest thereon to the date of payment.

Rights Upon Event of Default. (a) So long as no Insurer Default has occurred and is continuing, if an Event of Default shall have occurred and be continuing, then with the consent of the Insurer, the Notes shall become immediately due and payable at par, together with accrued interest thereon. The Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Trustee shall continue to be entitled to make claims under the Note Policy pursuant to Section 5.18 for Scheduled Payments on the Notes. Payments under the Note Policy following acceleration of the Notes shall be applied by the Trustee: (i) to Noteholders for amounts due and unpaid on the Notes for interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for interest; (ii) to the Class A-1 Noteholders for amounts due and unpaid on such Class A-1 Notes for principal, ratably without preference of any kind, according to amounts due on the Class A-1 Notes for principal; and (iii) to each other Class of Noteholders for amounts due and unpaid on such Class of Notes for principal, ratably, without preference or priority of any kind, according to amounts due and payable on the Notes for principal. (b) So long as no Insurer Default has occurred and is continuing, in the event the Notes are accelerated due to an Event of Default, the Insurer shall have the right (in addition to its obligation to pay Scheduled Payments on the Notes in accordance with the Note Policy), but not the obligation, to elect: (i) to cause the Trustee or the Master Servicer, subject to Section 5.04, to sell or liquidate the Trust Estate, in whole or in part, on any date or dates following such acceleration as the Insurer, in its sole discretion, shall elect; or (ii) to pay Scheduled Payments on the Notes in accordance with the Note Policy. (c) If an Insurer Default shall have occurred and be continuing and an Event of Default shall have occurred and be continuing, the Trustee may, or if so requested in writing by Holders of Notes representing at least a majority 66 2/3% of the aggregate Outstanding Amount of the Notes of the Controlling ClassAmount, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunderthereon. Notwithstanding anything to the contrary in this paragraphparagraph (c), if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing when an Insurer Default has occurred and is continuing, the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c)thereon. (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee in its discretion may, or if so requested in writing by Holders of holding Notes representing at least a majority 66-2/3% of the Outstanding Amount of the Notes of the Controlling Classshall, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes becomehave become due and payable, whereupon they shall become, immediately due and payable at par, together with 100% of the outstanding principal balance of the Notes and accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with interest accrued interest thereon and all other amounts payable hereunder, without any declaration or other act at the relevant Note Rate on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(csuch overdue interest). (b) At any time after a 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 Trustee as hereinafter provided in this ArticleIndenture Trustee, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling ClassParty, by written notice to the Issuer and the TrusteeMaster Servicer, may rescind and annul such declaration 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 all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07counsel; 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 5.135.9 of the Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) So long as no Insurer Default has occurred and is continuing, if an Event of Default shall have occurred and be continuing, then with the consent of the Insurer, the Notes shall become immediately due and payable at par, together with accrued interest thereon. The Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Trustee shall continue to be entitled to make claims under the Note Policy pursuant to Section 5.18 for Scheduled Payments on the Notes. Payments under the Note Policy following acceleration of the Notes shall be applied by the Trustee: (i) to Noteholders for amounts due and unpaid on the Notes for interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for interest; and (ii) to each Class of Noteholders for amounts due and unpaid on such Class of Notes for principal, ratably, without preference or priority of any kind, according to amounts due and payable on the Notes for principal. (b) So long as no Insurer Default has occurred and is continuing, in the event the Notes are accelerated due to an Event of Default, the Insurer shall have the right (in addition to its obligation to pay Scheduled Payments on the Notes in accordance with the Note Policy), but not the obligation, to elect: (i) to cause the Trustee or the Master Servicer, subject to Section 5.04, to sell or liquidate the Trust Estate, in whole or in part, on any date or dates following such acceleration as the Insurer, in its sole discretion, shall elect; or (ii) to pay Scheduled Payments on the Notes in accordance with the Note Policy. (c) If an Insurer Default shall have occurred and be continuing and an Event of Default shall have occurred and be continuing, the Trustee may, or if so requested in writing by Holders of Notes representing at least a majority 66K% of the aggregate Outstanding Amount of the Notes of the Controlling ClassAmount, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunderthereon. Notwithstanding anything to the contrary in this paragraphparagraph (c), if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing when an Insurer Default has occurred and is continuing, the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c)thereon. (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee in its discretion may, or if so requested in writing by Holders of holding Notes representing at least a majority 66 2/3% of the Outstanding Amount of the Notes of the Controlling Classshall, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes becomehave become due and payable, whereupon they shall become, immediately due and payable at par100% of the outstanding principal balance of the Notes, together with and accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with interest accrued interest thereon and all other amounts payable hereunder, without any declaration or other act at the relevant Note Rate on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(csuch overdue interest). (b) At any time after a 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 Trustee as hereinafter provided in this ArticleIndenture Trustee, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling ClassNotes, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration 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 all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07counsel; 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 5.135.9 of the Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee in its discretion may, or if so requested in writing by Holders of holding Notes representing at least a majority 66 2/3% of the Outstanding Amount of the Notes of the Controlling Classshall, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes becomehave become due and payable, whereupon they shall become, immediately due and payable at par100% of the outstanding principal balance of the Notes, together with and accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with interest accrued interest thereon and all other amounts payable hereunder, without any declaration or other act at the relevant Note Rate on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(csuch overdue interest). (b) At any time after a 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 Trustee as hereinafter provided in this ArticleIndenture Trustee, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling ClassNotes, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration 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 all Notes and all other amounts that would then be due hereunder or upon 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 counsel; and other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.135.9 of the Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) So long as no Insurer Default has occurred and is continuing, if an Event of Default shall have occurred and be continuing, then the Insurer shall have the right, but not the obligation, upon prior written notice to each Rating Agency, to declare by written notice to the Issuer and the Indenture Trustee that the Notes become immediately due and payable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon, shall become immediately due and payable. The Indenture Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Indenture Trustee shall continue to make claims under the Policy with respect to the Notes. (b) If an Insurer Default shall have occurred and be continuing and an Event of Default shall have occurred and be continuing, the Indenture Trustee mayshall, or if so requested in writing by Holders of Notes representing at least a majority 66 2/3% of the aggregate Outstanding Amount of the Notes of the Controlling Notes, acting together as a single Class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that all the Notes become, whereupon they shall become, become immediately due and payable at parpayable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraphthereon, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at parpayable. (c) Following any Event of Default, together with the Insurer may elect to pay all or any portion of the outstanding amount of the Notes, plus accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments date of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretopayment.

Rights Upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Trustee may, or if so requested in writing by Holders of Notes representing and at least a majority of the Outstanding Amount of the Notes direction of the Controlling ClassParty shall, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, have become immediately due and payable at parpayable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraphthereon, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at parpayable; provided, together with accrued interest thereon and all other amounts payable hereunderhowever, the occurrence of an Event of Default of the type described in clause (iv) of Section 5.1 shall, without any declaration or other act on further action by any Person, automatically result in the part Notes becoming immediately due and payable as of the Trustee or any Holder occurrence of the Notes. Payments on the Notes upon a declaration such Event of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c)Default. (b) At any time after a 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 Trustee as hereinafter provided in this ArticleArticle V, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling ClassParty, in their sole discretion, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07counsel; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee may, or if so requested in writing by Holders of holding Notes representing at least a majority 66 2/3% of the Outstanding Amount of the Notes of the Controlling Classshall, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes becomehave become due and payable, whereupon they shall become, immediately due and payable at par, together with 100% of the outstanding principal balance of the Notes and accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with interest accrued interest thereon and all other amounts payable hereunder, without any declaration or other act at the relevant Note Rate on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(csuch overdue interest). (b) At any time after a 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 Trustee as hereinafter provided in this ArticleIndenture Trustee, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling ClassParty, by written notice to the Issuer and the TrusteeServicer, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee (or the Administrator on behalf of the Indenture Trustee) a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07counsel; 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 5.135.9 of the Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) If So long as no Insurer Default has occurred and is continuing, if an Event of Default shall have occurred and be is continuing, then the Trustee mayInsurer shall have the right, or if so requested in writing by Holders of Notes representing at least a majority of but not the Outstanding Amount of the Notes of the Controlling Classobligation, upon prior written notice to each Rating Agency, shall to declare by written notice to the Issuer Issuer, the Servicer and the Indenture Trustee that the Notes become, whereupon they shall become, become immediately due and payable at parpayable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon thereon, shall become immediately due and all other amounts due hereunderpayable. Notwithstanding anything The Indenture Trustee will have no discretion with respect to the contrary in this paragraphacceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, if the Indenture Trustee shall continue to make claims under the Policy with respect to the Notes. (b) If an Insurer Default shall have occurred and be continuing and an Event of Default specified in Section 5.01(iv5.01(a), (b), (c), (d) or (ve) shall occur have occurred and be continuing continuing, the Indenture Trustee shall, if so requested in writing by the Noteholders representing at least 66 2/3% of the aggregate Note Balances of the Notes, upon prior written notice to each Rating Agency, declare that the Notes become immediately due and payable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon, shall become immediately due and payable at parpayable. (c) Following any Event of Default, together with the Insurer may elect to pay all or any portion of the outstanding amount of the Notes, plus accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments date of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretopayment.

Rights Upon Event of Default. (a) So long as no Insurer Default has occurred and is continuing, if an Event of Default shall have occurred and be continuing, then the Insurer shall have the right, but not the obligation, upon prior written notice to each Rating Agency, to declare by written notice to the Issuer and the Indenture Trustee that the Notes become immediately due and payable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon, shall become immediately due and payable. The Indenture Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Indenture Trustee shall continue to make claims under the Policy with respect to the Notes and the Certificates. (b) If an Insurer Default shall have occurred and be continuing and an Event of Default shall have occurred and be continuing, the Indenture Trustee mayshall, or if so requested in writing by the Holders of Notes representing at least a majority 66 2/3% of the aggregate Outstanding Amount of the Notes of the Controlling ClassNotes, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that all the Notes become, whereupon they shall become, become immediately due and payable at parpayable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraphthereon, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at parpayable. (c) Following any Event of Default, together with the Insurer may elect to pay all or any portion of the outstanding amount of the Notes, plus accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments date of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretopayment.

Rights Upon Event of Default. (a) If an Event of Default shall have occurred referred to in subparagraph (e) of Section 5.01has occurred, then and be continuing, in every such case the Trustee may, or if so requested in writing by Holders of Notes representing at least a majority unpaid principal of the Outstanding Amount of the Notes of the Controlling Class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at parNotes, together with interest accrued interest thereon but unpaid thereon, and all other amounts due hereunder. Notwithstanding anything to the contrary Noteholders under the Indenture, shall immediately and without further act become due and payable. In the case of any event described in this paragraphclause (a), if (b), (c), (d), or (f) above, an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing with respect to the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on will be deemed to have occurred provided such Event of Default may be waived if the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Required Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by provide written notice to the Issuer Trust Depositor, Indenture Trustee and the Trustee, may rescind and annul Servicer of such declaration and its consequences if: (i) waiver. In the Issuer event the Indenture Trustee has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments actual knowledge of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes if the an 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 other amounts due and owing to the Trustee pursuant to Section 6.07; and (ii) all Events of Default, other than it shall give written notice thereof to the nonpayment Trust Depositor, each Seller, the Servicer, the Owner Trustee and the Rating Agencies. If an Insolvency Event relating to the Trust Depositor occurs, pursuant to the Trust Agreement and the Sale and Servicing Agreement, on the day of such Insolvency Event, the Trust Depositor shall promptly give notice to the Indenture Trustee of the principal Insolvency Event, and the Indenture Trustee shall, unless notified to the contrary by the Controlling Party, promptly act pursuant to and in accordance with the terms thereof to sell, dispose of or otherwise liquidate the Notes that has become due solely by Contracts in a commercially reasonable manner and on commercially reasonable terms. The proceeds from any such accelerationsale, have been cured disposition or waived liquidation of Contracts will be deposited in the Collection Account and allocated as provided described in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretothe Sale and Servicing Agreement and herein.

Rights Upon Event of Default. (a) If any Event of Default shall occur and be continuing, Bank may without notice terminate this Agreement and declare the Loan and the Obligations or any part thereof to be immediately due and payable, and the same shall thereupon become immediately due and payable, without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or other formalities of any kind, all of which are hereby expressly waived by Borrower; provided, however, that upon the occurrence of an Event of Default under Section 8(f), this Agreement shall have occurred automatically terminate and be continuing, the Trustee may, or if so requested in writing by Holders of Notes representing at least a majority of Loan and the Outstanding Amount of the Notes of the Controlling Class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes Obligations shall become immediately due and payable without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or other formalities of any kind, all of which are hereby expressly waived by Borrower. If any Event of Default shall occur and be continuing, subject to the requirements of any applicable Acknowledgment Agreement, Bank may exercise all rights and remedies available to it in law or in equity, under the Loan Documents, or otherwise, including without limitation: (a) in its discretion, to demand, ▇▇▇ for, collect or receive and receipt for (in its own name, in the name of Borrower or otherwise) any money or property at parany time payable or receivable on account of any of the Collateral, together with accrued interest thereon in consideration of its transfer or in exchange for it; (b) direct, and to take any and all other amounts payable hereundersteps necessary to cause, without any declaration or other act on the part Servicer of any of the Trustee Collateral to pay over directly to Bank for the account of Borrower (instead of to Borrower or any Holder other Person) all sums from time to time due to Borrower and to take any and all other actions that Borrower or Bank has the right to take under Borrower’s contract with such Servicer; (c) direct Borrower to pay over to Bank all sums from time to time due Borrower under or in respect of the NotesCollateral, including any and all fees and other compensation under the Servicing Agreements for servicing the Serviced Loans and all amounts paid to or collectable by Borrower to pay Pledged Servicing Receivables, whether paid to Borrower or withheld or recovered by Borrower from collections and realizations on such Mortgage Loans or any other source, and to take any and all other actions that, subject to any restrictions imposed by the relevant Servicing Agreement for the benefit of the party to it on whose behalf the Mortgaged Loans are being serviced (to the extent that such restrictions are valid and enforceable under the UCC and all applicable laws, rules and regulations), Borrower or Bank has the right to take under that Servicing Agreement, and if Bank does so request, then Borrower shall diligently and continuously thereafter comply with such request. Payments on the Notes upon a declaration of acceleration of maturity All amounts so received and collected by Bank pursuant to this Section 9(c) shall be made applied in accordance with the same order and manner as is specified in Section 2.07(c3(l).; (bd) At foreclose upon or otherwise enforce its security interest in and Lien on the Collateral, or on such portions or elements of the Collateral as Bank shall elect to proceed against from time to time; (e) at Bank’s option and in its sole discretion, to notify any time after a declaration or all Makers obligated under any or all items of acceleration of maturity Collateral, that the Collateral has been assigned to Bank and that all payments thereon are to be made and before a judgment directly to Bank or decree for payment such other Person as may be designated by Bank; to settle, compromise, or release, in whole or in part, any amounts owing on the Collateral or any portion of the amount due has been obtained Collateral, on terms acceptable to Bank; enforce payment and performance and prosecute any action or proceeding with respect to any and all Collateral; and where any such Collateral is in default, foreclose on and enforce Liens or security interests in, such Collateral by any available judicial procedure or without judicial process and sell property acquired as a result of any such foreclosure; (f) act, or contract with one or more third Persons to act, as Servicer of each item of Collateral requiring servicing and perform all obligations required in connection with any Servicing Agreements to which Borrower is a party, and Borrower hereby agrees to pay such third Persons’ fees to the Trustee as hereinafter provided extent (if any) that Bank is unable, despite reasonable efforts made by Bank in this Article, the Holders of Notes representing a majority light of the Outstanding Amount necessity that there be no material break in the continuity of servicing, to contract for such servicing and performance of such obligations for fees equal to or less than the fees under such Servicing Agreements; (g) as a matter of right and without notice to Borrower or anyone claiming under Borrower, and without regard to the then value of the Notes Collateral or the interest of Borrower therein, to apply to any court having jurisdiction to appoint a receiver or receivers of the Controlling ClassCollateral, by written and Borrower hereby irrevocably consents to such appointment and waives notice to of any application therefor. Any such receiver or receivers shall have all the Issuer usual powers and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid duties of receivers in like or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes similar cases and all other amounts that would then be due hereunder or upon the powers and duties of Bank in case of entry as provided herein and shall continue as such Notes if and exercise all such powers until the Event date of Default giving rise to the sale of the Collateral unless such acceleration had not occurredreceivership is sooner terminated; and (Bh) exercise all sums rights and remedies of a secured creditor under the UCC, including selling the interests of Borrower in the Collateral at public or private sale. Bank shall give Borrower not less than 10 days’ notice of any such public sale or of the date after which private sale may be held. Borrower agrees that 10 days’ notice shall be reasonable notice. At any such sale any or all of the Collateral may be sold as an entirety or in separate parts, as Bank may determine in its sole discretion. Bank may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. Bank is authorized at any such sale, if Bank deems it advisable so to do, to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or resale of any of the Collateral. Borrower specifically agrees that any such sale, whether public or private, of any Collateral pursuant to the commitment of any investor to purchase such Collateral that was obtained by (or with the approval of) Borrower will be commercially reasonable, and if such sale is for the price provided for in such commitment, then such sale shall be held to be for value reasonably equivalent to the value of the Collateral so sold. Upon any such sale, Bank shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption, stay or appraisal which Borrower has or may have under any rule of law or statute now existing or hereafter adopted. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Bank until the selling price is paid or advanced by the Trustee hereunder purchaser, but Bank shall not incur any liability in case of such purchaser’s failure to take up and pay for the reasonable compensationCollateral so sold and, expensesin case of any such failure, disbursements and advances such Collateral may again be sold upon like notice. Nothing in this Agreement shall be construed as Borrower’s waiver of, or agreement to waive, any requirement imposed by applicable law that any sale of the Trustee Collateral be commercially reasonable. Borrower waives any right to require Bank to proceed against any third party, exhaust any Collateral or other security for the Obligations, or to have any third party joined with Borrower in any suit arising out of the Obligations or any of the Loan Documents, or pursue any other remedy available to Bank. Borrower further waives any and its agents all notice of acceptance of this Agreement. Borrower further waives any defense arising by reason of any disability or other defense of any third party or by reason of the cessation from any cause whatsoever of the liability of any third party. All rights available to Bank under the Loan Documents shall be cumulative of and counsel and in addition to all other amounts rights granted to Bank at Law or in equity, whether or not the Loan or the Obligations be due and owing payable or performance required and whether or not Bank shall have instituted any suit for collection, foreclosure, or other action under or in connection with the Loan Documents. Borrower hereby grants to Bank the nonexclusive right to use (in common with Borrower and any other secured party that has a valid and enforceable security interest therein and that agrees that its security interest is similarly nonexclusive), at any time following the occurrence of an Event of Default that has not been waived by Bank or cured, Borrower’s operating systems to manage and administer the Pledged Servicing Rights and any of the related data and information that constitutes Collateral, or that otherwise relates to the Trustee pursuant Pledged Servicing Rights, together with the media on which the same are stored to Section 6.07; and (ii) all Events of Default, the extent stored with material information or data that relates to property other than the nonpayment Pledged Servicing Rights (tapes, discs, cards, drives, flash memory or any other kind of physical or virtual data or information storage media or systems, and Borrower’s rights to access the principal of same, whether exclusive or nonexclusive, to the Notes extent that has become due solely such access rights may lawfully be transferred or used by Borrower’s permittees), and any computer programs that are owned by Borrower (or licensed to Borrower under licenses that may lawfully be transferred or used by Borrower’s permittees) and that are used or useful to access, organize, input, read, print or otherwise output and otherwise handle or use such acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretoinformation and data.

Rights Upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee in its discretion may, or if so requested in writing by Holders of holding Notes representing at least a majority 66 2/3% of the Outstanding Amount of the Notes of the Controlling ClassNotes, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes becomehave become due and payable, whereupon they shall become, immediately due and payable at par100% of the outstanding principal balance of the Notes, together with and accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with interest accrued interest thereon and all other amounts payable hereunder, without any declaration or other act at the relevant Note Rate on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(csuch overdue interest). (b) At any time after a 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 Trustee as hereinafter provided in this ArticleIndenture Trustee, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling ClassNotes, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration 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 all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07counsel; 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 5.135.9 of the Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) If As long as an Event of Default shall have occurred and be continuingunder this Agreement remains unremedied, Holders of not less than 50% of the Trustee outstanding principal amount (or notional principal amount) of an issue of Debentures or Medium-Term Notes to which such Event of Default relates may, or if so requested in writing by Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the ▇▇▇▇▇▇▇ Mac, declare such Debentures or Medium- Term Notes become, whereupon they shall become, immediately due and payable at parand accelerate the maturity of such Debentures or Medium-Term Notes. Upon such acceleration, together with the principal amount of such Debentures or Medium-Term Notes and the interest accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c)payable. (b) At No Holder has any time after right under this Agreement to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, or for the appointment of a declaration receiver or trustee, or for any other remedy, unless (i) such Holder previously has given to ▇▇▇▇▇▇▇ Mac written notice of acceleration an Event of maturity has been made Default and before a judgment or decree for payment of the continuance thereof; (ii) the Holders of not less than 50% of the outstanding principal amount due (or notional principal amount) of an issue of Debentures or Medium-Term Notes to which such Event of Default relates have given written notice to ▇▇▇▇▇▇▇ Mac of such Event of Default; and (iii) such Event of Default continues uncured for a period of 60 days following such notice. No Holder of an issue of Debentures or Medium-Term Notes has been obtained any right in any manner whatsoever by virtue of or by availing itself of any provision of this Agreement to affect, disturb or prejudice the Trustee as hereinafter rights of any other such Holder, or to obtain or seek to obtain preference or priority over any other such Holder or to enforce any right under this Agreement, except in the manner provided in this ArticleAgreement and for the ratable and common benefit of all such Holders and except for the priority rights of Holders of Senior Obligations over the rights of Holders of Subordinated Debentures and Medium-Term Notes. (c) Events of Default that apply to an issue of Senior Obligations may be not Events of Default for an issue of Subordinated Debentures or Medium-Term Notes. As a result, Holders of an issue of Subordinated Debentures or Medium-Term Notes may not have the same acceleration rights as Holders of other Debentures or Medium-Term Notes, as provided in the applicable Supplemental Agreement. (d) Prior to or after the institution of any action or proceeding relating to an issue of Debentures or Medium- Term Notes, the Holders of Notes representing a majority not less than 50% of the Outstanding Amount outstanding principal amount (or notional principal amount) of such Debentures or Medium-Term Notes may waive an Event of Default, whether or not it has resulted in a declaration of an acceleration of the Notes maturity of the Controlling Classsuch Debentures or Medium-Term Notes, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if:any previously declared acceleration. (ie) Whenever in this Agreement it is provided that the Issuer has paid Holders of a specified percentage in outstanding principal amount (or deposited with notional principal amount) of an issue of Debentures or Medium-Term Notes may take any action (including the Trustee making of any demand or request, or the giving of any authorization, notice, consent or waiver), the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced by a sum sufficient to pay: (A) all payments writing, or any number of principal writings of and interest on all Notes and all other amounts that would then be due hereunder similar tenor, executed by Holders in person, or upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (B) all sums paid by an agent or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel and other amounts due and owing to the Trustee pursuant to Section 6.07; 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 proxy appointed in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretowriting.

Rights Upon Event of Default. (a) If So long as no Insurer Default has occurred and is continuing, if an Event of Default shall have occurred and be continuing, then the Trustee mayInsurer shall have the right, or if so requested in writing by Holders of Notes representing at least a majority of but not the Outstanding Amount of the Notes of the Controlling Classobligation, upon prior written notice to each Rating Agency, shall to declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the TrusteeIndenture Trustee that the Notes become immediately due and payable, may rescind and annul upon any such declaration the unpaid principal amount of the Notes, together with accrued and its consequences if:unpaid interest thereon, shall become immediately due and payable. The Indenture Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Indenture Trustee shall continue to make claims under the Policy with respect to the Notes. (ib) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of If an Insurer Default shall have occurred and interest on all Notes be continuing and all other amounts that would then be due hereunder or upon such Notes if the an Event of Default giving rise specified in Section 5.01(b), (c), (d), (e) or (f) shall have occurred and be continuing, the Indenture Trustee shall, if so requested in writing by the Holders of Notes representing at least 66 2/3% of the aggregate Outstanding Amount of the Notes, upon prior written notice to each Rating Agency, declare that the Notes become immediately due and payable, and upon any such acceleration had not occurred; anddeclaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon, shall become immediately due and payable. (Bc) 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 other amounts due and owing to the Trustee pursuant to Section 6.07; and (ii) all Events Following any Event of Default, other than the nonpayment Insurer may elect to pay all or any portion of the principal outstanding amount of the Notes that has become due solely by such accelerationNotes, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretoplus accrued interest thereon to the date of payment.

Rights Upon Event of Default. (a) So long as the Insurer is the Controlling Party, if an Event of Default shall have occurred and is continuing, then the Insurer (and only the Insurer) shall have the right, but not the obligation, upon prior written notice to each Rating Agency, to declare by written notice to the Issuer, the Servicer and the Indenture Trustee that the Notes become immediately due and payable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon, shall become immediately due and payable. The Indenture Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Indenture Trustee shall continue to make claims under the Policy with respect to the Notes. (b) If the Insurer is no longer the Controlling Party, and an Event of Default shall have occurred and be continuing, the Indenture Trustee mayshall, or if so requested in writing by Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling ClassMajority Noteholders, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, become immediately due and payable at parpayable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraphthereon, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at parpayable. (c) In the event any Notes are accelerated due to an Event of Default, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of Insurer shall have the Trustee or any Holder of the Notes. right (in addition to its obligation to pay Scheduled Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(cthe Policy), but not the obligation, to make payments under the Policy or otherwise of interest and principal due on such Notes, in whole or in part, on any date or dates following such acceleration as the Insurer, in its sole discretion, shall elect. (bd) At any time after a 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 ArticleArticle V provided, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of Insurer, so long as it is the Controlling ClassParty, and otherwise, the Majority Noteholders, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration 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 on the Notes and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred, which funds shall be deposited into the Collection Account; (B) All sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses and disbursements of the Indenture Trustee and its agents and counsel, which funds shall be deposited into the Collection Account; and (BC) 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 other amounts or due and owing to the Trustee pursuant Insurer and any unpaid Insurance Premium, which funds shall be paid to Section 6.07the Insurer; and (ii) all Events of Default, other than the nonpayment of the interest on or the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Secured Party may have under applicable Law or in equity or under this Agreement (INCLUDING, without limitation, all rights set forth in SECTION 5 hereof) or under any other Loan Document, all rights and remedies of a secured party under the Uniform Commercial Code as enacted in California and, in addition, the following rights and remedies, all of which may be exercised with or without notice to Grantor and without affecting the Secured Obligations of Grantor hereunder or under any other Loan Document, or the enforceability of the Liens created hereby: (a) If to foreclose the Liens created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be acceptable to Secured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and exclusively to Secured Party; (e) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (f) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (g) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Secured Party may deposit or surrender control of the Collateral and/or accept other Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to Secured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (i) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of Grantor; (j) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, in the name of Secured Party or in the name of Grantor, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING any judicial or nonjudicial foreclosure thereof or thereon, and Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Secured Party which may release any obligor from personal liability on any of the Collateral, and Grantor waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other Property received by Secured Party in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Secured Party or Grantor may be applied by Secured Party without notice to Grantor to the Secured Obligations in such order and manner as Secured Party in its sole discretion shall determine; (k) to insure, process and preserve the Collateral; (l) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; (m) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Secured Party may, at the cost and expense of Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Secured Party shall be deemed to have a rent-free tenancy of any premises of Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (n) to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; PROVIDED that Secured Party agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. Grantor will, at Secured Party's request, assemble the Collateral and make it available to Secured Party at places which Secured Party may reasonably designate, whether at the premises of Grantor or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantor for the purpose of Secured Party's taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default shall have occurred to the appointment of such a receiver), and be continuingwithout regard to the adequacy of any security for the Secured Obligations, the Trustee may, or if so requested in writing by Holders of Notes representing at least a majority to take possession of the Outstanding Amount Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Notes of the Controlling Class, upon prior written notice to each Rating Agency, Collateral shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an not cure or waive any Event of Default specified or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantor's place of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral's being within the view of prospective purchasers. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in Section 5.01(ivits sole and absolute discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party's behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys' fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be determined by Secured Party in its sole and absolute discretion. Grantor and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to Grantor reasonable notice of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the Loan Agreement, or delivered or otherwise sent to Grantor, at least five (v5) days before the date of the sale. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, limited liability company interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Secured Party may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Secured Party may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, Grantor agrees that if such Collateral is sold for a price which Secured Party in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall occur be not be deemed to be commercially unreasonable by reason of price, (b) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Secured Party shall not incur any liability or responsibility to Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Secured Party of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer's assets minus liabilities may be continuing commercially reasonable in view of the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon consummation of any sale of Collateral hereunder, without Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any declaration such sale shall hold the Collateral so sold absolutely free from any claim or other act on right upon the part of the Trustee Grantor or any Holder other Person, and Grantor hereby waives (to the extent permitted by applicable Laws) all rights of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At redemption, stay and appraisal which it now has or may at any time after a declaration in the future have under any rule of acceleration of maturity has been made and before a judgment Law or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid statute now existing or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretohereafter enacted.

Rights Upon Event of Default. (a) If an Insurer Default shall not have occurred and be continuing and an Event of Default shall have occurred and be continuing, the Security Insurer may cause the Notes to become immediately due and payable at par, together with accrued interest thereon. If an Event of Default shall have occurred and be continuing, the Controlling Party may exercise any of the remedies specified in Section 5.4(a). In the event of any acceleration of any Notes by operation of this Section 5.2, the Trustee shall continue to be entitled to make claims under the Note Policy pursuant to Section 5.18 hereof for Note Policy Claim Amount on the Notes. Payments under the Note Policy following acceleration of any Notes shall be applied by the Trustee: FIRST: to Noteholders for amounts due and unpaid on the Notes for interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for interest; and SECOND: to Noteholders for amounts due and unpaid on the Notes for principal, first to the Class A-1 Notes until the entire unpaid principal amount of the Class A-1 Notes shall have been paid in full, and then ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes for principal. (b) In the event any Notes are accelerated due to an Event of Default, the Security Insurer shall have the right (in addition to its obligation to pay Note Policy Claim Amount on the Notes in accordance with the Note Policy), but not the obligation, to make payments under the Note Policy or otherwise of interest and principal (to the extent of the Principal Distributable Amount) due on such Notes, in whole or in part, on any date or dates following such acceleration as the Security Insurer, in its sole discretion, shall elect. (c) If an Insurer Default shall have occurred and be continuing and an Event of Default shall have occurred and be continuing, the Trustee in its discretion may, or if so requested in writing by Holders of holding Notes representing at least not less than a majority of the Outstanding Amount of the Notes of the Controlling ClassNotes, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c)thereon. (bd) At If an Insurer Default shall have occurred and be continuing, then at any time after a 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 Trustee as hereinafter provided in this ArticleArticle V provided, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling ClassNotes, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07counsel; 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 5.135.12. (e) Promptly after the Notes becoming immediately due and payable, the Trustee shall send notice of such event to the Rating Agencies. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) So long as no Insurer Default has occurred and is continuing, if an Event of Default shall have occurred and be continuing, then the Insurer shall have the right, but not the obligation, to declare by written notice to the Issuer, the Indenture Trustee and each Rating Agency that the Notes become immediately due and payable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon, shall become immediately due and payable. The Indenture Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Indenture Trustee shall continue to make claims under the Policy with respect to the Notes. (b) If an Insurer Default shall have occurred and be continuing and an Event of Default shall have occurred and be continuing, the Indenture Trustee mayshall, or if so requested in writing by Holders of Notes representing at least a majority 66-2/3% of the aggregate Outstanding Amount of the Notes of the Controlling Notes, acting together as a single Class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that all the Notes become, whereupon they shall become, become immediately due and payable at parpayable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraphthereon, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at parpayable. (c) Following any Event of Default, together with the Insurer may elect to pay all or any portion of the outstanding amount of the Notes, plus accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments date of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretopayment.

Rights Upon Event of Default. (a) So long as no Insurer Default has occurred and is continuing, if an Event of Default shall have occurred and be continuing, then with the consent of the Insurer, the Notes shall become immediately due and payable at par, together with accrued interest thereon. The Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Trustee shall continue to be entitled to make claims under the Note Policy pursuant to Section 5.18 for Scheduled Payments on the Notes. Payments under the Note Policy following acceleration of the Notes shall be applied by the Trustee: (i) to Noteholders for amounts due and unpaid on the Notes for interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for interest; (ii) to Holders of the Class A-1 Notes for amounts due and unpaid on the Class A-1 Notes for principal, ratably, without preference or priority of any kind, until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (iii) to Holders of the Class A-2 Notes for amounts due and unpaid on the Class A-2 Notes for principal, ratably, without preference or priority of any kind, until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (iv) to Holders of the Class A-3A Notes and Class A-3B Notes for amounts due and unpaid on the Class A-3A Notes and Class A-3B Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A-3A Notes and Class A-3B Notes for principal, until the Outstanding Amount of each of the Class A-3A Notes and Class 3B Notes reduced to zero; (v) to Holders of the Class A-4A Notes and Class A-4B Notes for amounts due and unpaid on the Class A-4A Notes and Class A-4B Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A-4A Notes and Class A-4B Notes for principal, until the Outstanding Amount of each of the Class A-4A Notes and Class A-4B Notes is reduced to zero. (b) So long as no Insurer Default has occurred and is continuing, in the event the Notes are accelerated due to an Event of Default, the Insurer shall have the right (in addition to its obligation to pay Scheduled Payments on the Notes in accordance with the Note Policy), but not the obligation, to elect: (i) to cause the Trustee or the Master Servicer, subject to Section 5.04, to sell or liquidate the Trust Estate, in whole or in part, on any date or dates following such acceleration as the Insurer, in its sole discretion, shall elect; or (ii) to pay Scheduled Payments on the Notes in accordance with the Note Policy. (c) If an Insurer Default shall have occurred and be continuing and an Event of Default shall have occurred and be continuing, the Trustee may, or if so requested in writing by Holders of Notes representing at least a majority 66 2/3% of the aggregate Outstanding Amount of the Notes of the Controlling Amount, voting together as a single Class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunderthereon. Notwithstanding anything to the contrary in this paragraphparagraph (c), if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing when an Insurer Default has occurred and is continuing, the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c)thereon. (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) So long as the Insurer is the Controlling Party, if an Event of Default shall have occurred and is continuing, then the Insurer shall have the right, but not the obligation, upon prior written notice to each Rating Agency, to declare by written notice to the Issuer, the Servicer and the Indenture Trustee that the entire principal amount of the Class A Notes, together with interest accrued on the Class A and Class I Notes, become immediately due and payable, and upon any such declaration the unpaid principal amount of the Class A Notes, together with accrued and unpaid interest on the Class A and Class I Notes, shall become immediately due and payable. The Indenture Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Indenture Trustee shall continue to make claims under the Policy with respect to the Notes. (b) If the Insurer is no longer the Controlling Party and an Event of Default shall have occurred and be continuing, the Indenture Trustee mayshall, or if so requested in writing by Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling ClassMajority Noteholders, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes becomeentire principal amount of the Class A Notes, whereupon they shall becometogether with interest accrued on the Class A and Class I Notes, become immediately due and payable at parpayable, and upon any such declaration the unpaid principal amount of the Class A Notes, together with accrued and unpaid interest thereon on the Class A and Class I Notes, shall become immediately due and payable. (c) If an Event of Default occurs and the Notes have been accelerated, the Indenture Trustee may exercise any of the remedies specified in Section 5.04(a). Payments following acceleration of any Notes shall be applied by the Indenture Trustee: (i) first, to pay any unpaid monthly Indenture Trustee Fee and expense reimbursements and indemnities owed to the Indenture Trustee in its capacities as Indenture Trustee, Back-up Servicer and Collateral Agent; (ii) second, pro rata, to pay any unpaid monthly Servicing Fee, Standby Servicing Fee and Owner Trustee Fee, as well as expense reimbursements and indemnities owed to the Servicer, Standby Servicer and Owner Trustee; (iii) third, to pay accrued interest on each class of Class A and Class I Notes on a pro rata basis based on the interest accrued (including interest accrued on past due interest) on each class of Class A Notes and on the Class I Notes based on the interest accrued on the Class I Notes; (iv) fourth, to pay principal on each class of Class A Notes, on a pro rata basis based on the Class A Note Balance, until the Outstanding Note Balance of each Class of Class A Notes is reduced to zero; (v) fifth, to pay the Insurance Premium and all other amounts due hereunder. Notwithstanding anything owing the Insurer under the Insurance Agreement; and (vi) sixth, to the contrary Spread Account, to be applied in this paragraphaccordance with the Spread Account Agreement; provided, however, that in no event shall any amounts received pursuant to the Policy be paid to any party other than pursuant to clauses (iii) and (iv) above. (d) In the event any Notes are accelerated due to an Event of Default, the Insurer shall have the right (in addition to its obligation to pay Scheduled Payments on the Notes in accordance with the Policy), but not the obligation, to make payments under the Policy or otherwise of interest and principal due on such Notes, in whole or in part, on any date or dates following such acceleration as the Insurer, in its sole discretion, shall elect. In addition, if an Event of Default specified in Section 5.01(iv) or (v) shall occur occurs and be continuing the Insurer accelerates the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunderwhether in full or in part (including, without limitation, as a result of the sale of any declaration or other act Receivable), the Insurer will from and after such acceleration guarantee pursuant to the Policy the continued payment of Class I Monthly Interest to the Class I Noteholders based on the part of Planned Notional Principal Amount Schedule for all remaining Payment Dates included in the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c)Planned Notional Principal Amount Schedule. (be) At any time after a 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 ArticleSection V provided, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of Insurer, so long as it is the Controlling ClassParty, and otherwise, the Majority Noteholders, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration 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 on the Class A Notes and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and, which funds shall be deposited into the Collection Account; (B) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee and its agents and counsel and other amounts counsel, which funds shall be deposited into the Collection Account; and (C) all sums paid or advanced by or due and owing to the Trustee pursuant Insurer and any unpaid Insurance Premium, which funds shall be paid to Section 6.07the Insurer; and (ii) all Events of Default, other than the nonpayment of the interest on or the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.135.12. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Trustee may, or if so requested in writing by Holders of Notes representing and at least a majority of the Outstanding Amount of the Notes direction of the Controlling ClassNote Purchaser and the Majority Noteholders of the Highest Priority Class shall, upon prior written notice and with respect to each Rating Agencyan Event of Default pursuant to Section 5.1(a)(v), (vi) or (viii) hereof, the Trustee shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, to be immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunder(calculated for these purposes using the applicable Default Applicable Margin). Notwithstanding anything to the contrary in this paragraphIn addition, if an Event of Default shall have occurred and be continuing, the Trustee may, and at the direction of the Controlling Note Purchaser and the Majority Noteholders of the Highest Priority Class shall, exercise any of the remedies specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the NotesSECTION 5.4. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a 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 Trustee as hereinafter provided in this ArticleArticle V provided, the Holders of Notes representing a majority Controlling Note Purchaser and the Majority Noteholders of the Outstanding Amount of the Notes of the Controlling ClassHighest Priority Class may, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) if the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (Ai) all payments of principal of and interest (calculated for these purposes using the applicable Default Applicable Margin) on the Notes, all Notes amounts due the Note Purchasers under the Basic Documents, and all other amounts that would then be due hereunder hereunder, upon the Notes or upon such Notes under the Basic Documents if the Event of Default giving rise to such acceleration had not occurred; and (Bii) 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 other amounts due and owing to the Trustee pursuant to Section 6.07counsel; and (iiiii) 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) If an Insurer Default shall not have occurred and be continuing and an Event of Default shall have occurred and be continuing, the Notes shall become immediately due and payable at 100% of the outstanding principal amount of the Notes, together with accrued Yield thereto. If an Event of Default shall have occurred and be continuing, the Trustee Controlling Party may direct the Custodian to exercise any of the remedies specified in the Custodial Agreement in respect of the Collateral. In the event of any acceleration of any Notes by operation of this Section 14.3, the Custodian shall continue to be entitled to make claims under the Policy pursuant to the Custodial Agreement for payments on the Notes. Payments under the Policy following acceleration of any Notes shall be applied by the Custodian: FIRST: to holders of the Notes for amounts due and unpaid on the Notes for Yield, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for Yield; and SECOND: to holders of the Notes for amounts due and unpaid on the Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal. (b) In the event any Notes are accelerated due to an Event of Default, the Insurer shall have the right (in addition to its obligation to make payments on the Notes in accordance with the Policy), but not the obligation, to make payments under the Policy or otherwise of interest and principal due on such Notes, in whole or in part, on any date or dates following such acceleration as the Insurer, in its sole discretion, shall elect. (c) If an Insurer Default shall have occurred and be continuing and an Event of Default shall have occurred and be continuing, the Agent in its discretion may, or if so requested in writing by Holders holders of the Notes representing at least not less than a majority of the Outstanding Amount outstanding principal amount of the Notes of the Controlling ClassNotes, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer Borrower that the Notes becomehave become due and payable, whereupon they shall become, immediately due and payable at par100% of the outstanding principal amount of the Notes, together with accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c)Yield thereon. (bd) At If an Insurer Default shall have occurred and be continuing, then at any time after a 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 Trustee Agent as hereinafter provided in this Articleprovided, the Holders holders of Notes representing a majority of the Outstanding Amount outstanding principal amount of the Notes of the Controlling ClassNotes, by written notice to the Issuer Borrower and the TrusteeAgent, may rescind and annul such declaration and its consequences if: (i) the Issuer Borrower has paid or deposited with the Trustee Agent a sum sufficient to pay: (A) all payments of principal of and interest Yield on all Notes and all other amounts that would then be due hereunder or upon 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 Agent hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee Agent and its agents and counsel and other amounts due and owing to the Trustee pursuant to Section 6.07counsel; 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 5.13waived. No such rescission shall affect any subsequent default or impair any right consequent thereto.. 89 97 ARTICLE XV

Rights Upon Event of Default. (a) If As long as an Event of Default shall have occurred and be continuingunder this Agreement remains unremedied, Holders of not less than 50% of the Trustee outstanding principal amount (or notional principal amount) of an issue of Debentures or Medium-Term Notes to which such Event of Default relates may, or if so requested in writing by Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the ▇▇▇▇▇▇▇ Mac, declare such Debentures or Medium-Term Notes become, whereupon they shall become, immediately due and payable at parand accelerate the maturity of such Debentures or Medium-Term Notes. Upon such acceleration, together with the principal amount of such Debentures or Medium-Term Notes and the interest accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c)payable. (b) At No Holder has any time after right under this Agreement to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, or for the appointment of a declaration receiver or trustee, or for any other remedy, unless (i) such Holder previously has given to ▇▇▇▇▇▇▇ Mac written notice of acceleration an Event of maturity has been made Default and before a judgment or decree for payment of the continuance thereof; (ii) the Holders of not less than 50% of the outstanding principal amount due (or notional principal amount) of an issue of Debentures or Medium-Term Notes to which such Event of Default relates have given written notice to ▇▇▇▇▇▇▇ Mac of such Event of Default; and (iii) such Event of Default continues uncured for a period of 60 days following such notice. No Holder of an issue of Debentures or Medium-Term Notes has been obtained any right in any manner whatsoever by virtue of or by availing itself of any provision of this Agreement to aÅect, disturb or prejudice the Trustee as hereinafter rights of any other such Holder, or to obtain or seek to obtain preference or priority over any other such Holder or to enforce any right under this Agreement, except in the manner provided in this Article, Agreement and for the ratable and common beneÑt of all such Holders and except for the priority rights of Holders of Notes representing a majority Senior Obligations over the rights of the Outstanding Amount Holders of the Notes of the Controlling Class, by written notice to the Issuer Subordinated Debentures and the Trustee, may rescind and annul such declaration and its consequences if:Medium-Term Notes. (ic) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes if the Event Events of Default giving rise that apply to such acceleration had an issue of Senior Obligations may be 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 other amounts due and owing to the Trustee pursuant to Section 6.07; and (ii) all Events of DefaultDefault for an issue of Subordinated Debentures or Medium-Term Notes. As a result, Holders of an issue of Subordinated Debentures or Medium-Term Notes may not have the same acceleration rights as Holders of other than the nonpayment of the principal of the Notes that has become due solely by such accelerationDebentures or Medium-Term Notes, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretothe applicable Supplemental Agreement.

Rights Upon Event of Default. (a) So long as no Insurer Default has occurred and is continuing, if an Event of Default shall have occurred and be continuing, then with the consent of the Insurer, the Notes shall become immediately due and payable at par, together with accrued interest thereon. The Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Trustee shall continue to be entitled to make claims under the Note Policy pursuant to Section 5.18 for Scheduled Payments on the Notes. Payments under the Note Policy following acceleration of the Notes shall be applied by the Trustee: (i) to Noteholders for amounts due and unpaid on the Notes for interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for interest; and (ii) to each Class of Noteholders for amounts due and unpaid on such Class of Notes for principal, ratably, without preference or priority of any kind, according to amounts due and payable on the Notes for principal. (b) So long as no Insurer Default has occurred and is continuing, in the event the Notes are accelerated due to an Event of Default, the Insurer shall have the right (in addition to its obligation to pay Scheduled Payments on the Notes in accordance with the Note Policy), but not the obligation, to elect: (i) to cause the Trustee or the Master Servicer, subject to Section 5.04, to sell or liquidate the Trust Estate, in whole or in part, on any date or dates following such acceleration as the Insurer, in its sole discretion, shall elect; or (ii) to pay Scheduled Payments on the Notes in accordance with the Note Policy. (c) If an Insurer Default shall have occurred and be continuing and an Event of Default shall have occurred and be continuing, the Trustee may, or if so requested in writing by Holders of Notes representing at least a majority 66 2/3% of the aggregate Outstanding Amount of the Notes of the Controlling ClassAmount, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunderthereon. Notwithstanding anything to the contrary in this paragraphparagraph (c), if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing when an Insurer Default has occurred and is continuing, the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c)thereon. (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) If (i) an Event of Default described in clause (iii), (vii) or (viii) of Section 5.1 shall have occurred, the Note Insurer so declares, the entire unpaid principal amount of the Notes, all interest accrued and unpaid thereon and all other amounts payable under this Indenture and the Basic Documents shall become immediately due and payable, (ii) an Event of Default described in clause (i) or (ii) of Section 5.1 shall have occurred, the Indenture Trustee, if so requested in writing by the Note Insurer, or, if an Insurer Default has occurred and is continuing, the Majority Noteholders, shall declare the entire principal amount of the Notes, all interest accrued and unpaid thereon and all other amounts payable under this Indenture and the other Basic Documents to be immediately due and payable, or (iii) an Event of Default described in clause (iv), (v) or (vi) of Section 5.1 shall have occurred, the Indenture Trustee, if so requested in writing by the Majority Noteholders, shall declare the entire principal amount of the Notes and interest accrued and unpaid thereon and all other amounts payable under this Indenture and the other Basic Documents to be immediately due and payable. (b) If an Event of Default shall occurs and the Notes have occurred and be continuingbeen accelerated, the Indenture Trustee maymay exercise any of the remedies specified in Section 5.4(a). Payments following acceleration of any Notes shall be applied by the Indenture Trustee: FIRST: to the Master Servicer, the Master Servicer Fee or if so requested the Successor Servicer Fee, as applicable; to the Subservicer, the Servicing Fee and to the Back-up Servicer, the Back-up Servicer Fee or Successor Servicer Fee, as applicable; to the Indenture Trustee, the Collateral Agent and the Trust Collateral Agent, the Trust Collateral Agent's Fees and the reasonable out-of-pocket expenses of the Indenture Trustee incurred pursuant to Section 6.7 hereof; and to the Owner Trustee, the Owner Trustee's Fees, in writing by each case, for such Distribution Date and together with all such unpaid fees from prior Distribution Dates; SECOND: to Holders of Class A-1, A-2 and A-3 Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, upon prior written notice to each Rating Agency, shall declare by written notice pro rata to the Issuer that Noteholders of such Class for amounts due and unpaid on the Class A-1, A-2 and A- 3 Notes becomefor interest, whereupon they shall becomeratably, immediately without preference or priority of any kind, according to the amounts due and payable at par, together with accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Class A Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereto.interest;

Rights Upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee may, or if so requested in writing by Holders of holding Notes representing at least a majority 66-2/3% of the Outstanding Amount of the Notes of the Controlling Classshall, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes becomehave become due and payable, whereupon they shall become, immediately due and payable at par, together with 100% of the outstanding principal balance of the Notes and accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with interest accrued interest thereon and all other amounts payable hereunder, without any declaration or other act at the relevant Note Rate on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(csuch overdue interest). (b) At any time after a 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 Trustee as hereinafter provided in this ArticleIndenture Trustee, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling ClassParty, by written notice to the Issuer and the TrusteeServicer, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee (or the Administrator on behalf of the Indenture Trustee) a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07counsel; 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 5.135.9 of the Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. Upon the occurrence and during the continuance of any Event of Default, Lender shall, in addition to all other remedies conferred upon Lender at law or in equity or by the terms of the Note, the Mortgage and the other Loan Documents, have the right, but not the obligation, to pursue any one or more of the following remedies, concurrently or successively, it being the intent hereof that all such remedies shall be cumulative and that no such remedy shall be to the exclusion of any other: (a) If an Event take any action which, in Lender's sole judgment, is necessary or appropriate to effect observance and performance of Default shall have occurred the covenants, agreements and be continuing, obligations (under this Agreement and the Trustee mayother Loan Documents) of Borrower or any other Person providing Collateral pursuant to, or if so requested in writing by Holders of Notes representing at least a majority obligated to perform any of the Outstanding Amount terms and provisions of, this Agreement or the other Loan Documents (each, an "Obligated Party"); (b) take any action which, in Lender's sole judgment, is necessary or appropriate to effect observance and performance of the Notes of covenants, agreements and obligations under this Agreement and the Controlling Class, upon prior written notice other Loan Documents; (c) declare the Note to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, be immediately due and payable at parpayable; provided, together with accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to however, that upon the contrary in this paragraph, if an Event occurrence of Default any event specified in Section 5.01(iv) 6.1.12 or (v) Section 6.1.13 hereof, the Note shall occur and be continuing the Notes shall automatically become immediately due and payable at parpayable, together with accrued interest thereon both as to principal and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing thereunder, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein or in the Note to the Trustee pursuant to Section 6.07; andcontrary; (iid) use and apply any and all Events monies deposited in or credited to, as the case may be, the Clearing Account, the Cash Collateral Account (or any Mortgage Subaccount established thereunder) or any other monies deposited by Borrower with Lender, regardless of the purpose for which the same were deposited, to cure any Default or Event of Default, or to apply such monies on account of any Obligations in such manner or order of priority as Lender may determine in its sole and absolute discretion, or to operate the Premises, or for any other than the nonpayment purposes described herein or in any other Loan Document; (e) take such actions as Lender shall deem necessary to realize upon any or all of the principal Collateral, including, without limitation, the institution of foreclosure actions and/or Uniform Commercial Code sales; (f) institute one or more actions, suits or proceedings at law or in equity for the Notes that has become due solely specific performance of any covenant, condition or agreement contained herein or in the Mortgage, the Note or any other Loan Document or for the enforcement of any other appropriate legal or equitable remedy; and/or (g) setoff against the obligations to Lender of Borrower or any other Obligated Party, any sum owed by Lender or any Affiliate of Lender in any capacity to Borrower or such accelerationother Obligated Party, have been cured or waived as provided any property of any of them in Section 5.13. No such rescission shall affect the possession of Lender or any subsequent default or impair any right consequent theretoAffiliate of Lender.

Rights Upon Event of Default. (a) If Upon the occurrence of an Event of Default shall have occurred and be continuingin every such event (other than an event with respect to the Loan Parties described in subparagraph (f) or (g) of Section 9.01 hereof) and at any time thereafter during the continuance of such event, the Trustee mayBank may take, without limitation, any or if so requested in writing by Holders of Notes representing at least a majority all of the Outstanding Amount following actions, at the same or different times: (i) declare the principal of and any accrued interest on the Notes of the Controlling ClassLoan, upon prior written notice and all other Obligations, to each Rating Agency, shall declare by written notice to the Issuer that the Notes becomebe, whereupon they the same shall become, immediately due and payable at parimmediately in full, together with accrued interest thereon and without presentment, demand, protest or other notice of any kind, all other amounts due hereunder. Notwithstanding anything of which are hereby waived by the Loan Parties, (ii) to the contrary extent that Borrower has any right to receive Advances under the Loan, terminate the Borrower’s right to obtain or receive Advances, (iii) exercise all rights and remedies contained in this paragraphthe Security Agreements, (iv) exercise all rights and remedies contained in any other Loan Document, and (v) exercise any other remedies available at law or in equity; and that, if an Event of Default specified in Section 5.01(iveither subparagraph (f) or (vg) of Section 9.01 hereof shall occur and be continuing occur, the Notes shall become immediately due and payable at parprincipal of the Loan then outstanding, together with accrued interest thereon thereon, and all fees, and all other amounts payable hereunderObligations shall automatically immediately become due and payable, without any declaration presentment, demand, protest or other act on notice of any kind, all of which are hereby waived by the part Loan Parties. Notwithstanding the foregoing, if any note of Borrower to Bank constituting any of the Trustee or Obligations, including without limitation, any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section Note[s], shall be made a demand instrument, however, the recitation of the right of Bank to declare any and all Obligations to be immediately due and payable, whether such recitation is contained in accordance with Section 2.07(c). (b) At such note or in this Agreement, as well as the recitation of the above events permitting Bank to declare all Obligations due and payable, shall not constitute an election by Bank to waive its right to demand payment under a demand feature at any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee in any event, as hereinafter provided Bank in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, its discretion may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretodeem appropriate.

Rights Upon Event of Default. (a) If an Event of Default specified in Section 5.1(iii) or (iv) shall have occurred and be continuing, the Notes shall become immediately due and payable at par, together with accrued interest thereon. If any other Event of Default shall have occurred and be continuing, the Trustee in its discretion may, or if so requested in writing by the Required Noteholders shall exercise any of the remedies specified in Section 5.4(a), subject to any limitations set forth therein. (b) If an Event of Default shall have occurred and be continuing, the Trustee in its discretion may, or if so requested in writing by Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, upon prior written notice to each Rating Agency, Required Noteholders shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c)thereon. (bc) At any time after a 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 Trustee as hereinafter provided in this ArticleArticle V provided, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling ClassRequired Noteholders which declared such acceleration may, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes (including, without limitation, all Monthly Costs and Expenses) 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 other amounts due and owing to the Trustee pursuant to Section 6.07counsel; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) If 5.1.1. Unless an Event of Default shall have occurred and be continuing, continuing and the Trustee may, or if so requested in writing by Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, upon prior written notice to each Rating Agency, Pledgee shall declare by have given written notice to the Issuer that Pledgor of the Notes becomePledgee’s intent to exercise its corresponding rights pursuant to Section 5.1.2, whereupon they the Pledgor shall becomebe permitted to receive all cash dividends paid in respect of the Pledged LLC Interests and, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary except as otherwise provided in this paragraphAgreement, if to exercise all voting and other rights of Pledgor as a member of Zion Solutions and holder of the Pledged LLC Interests at any meeting of members of Zion Solutions, in connection with any action or members by written consent, or otherwise. 5.1.2. If an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing and the Notes Pledgee shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on give notice of its intent to exercise such rights to the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section Pledgor (provided that no such notice shall be made in accordance required if at such time a Bankruptcy Event has occurred and is continuing with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice respect to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: Pledgor): (i) the Issuer has paid or deposited with Pledgee shall have the Trustee a sum sufficient right to pay: (A) all payments of principal of and interest on all Notes receive any and all cash dividends, distributions, payments or other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (B) all sums Proceeds paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances in respect of the Trustee Pledged LLC Interests and its agents and counsel and other amounts due and owing make application thereof to the Trustee pursuant to Section 6.07Obligations in such order as the Pledgee may determine; and (ii) all Events of Default, other than at the nonpayment election of the principal Pledgee, any or all of the Notes Pledged LLC Interests shall be registered in the name of the Pledgee or its nominee; and (iii) the Pledgee or its nominee may exercise all voting, member and other rights pertaining to the Pledged LLC Interests at any meeting of the members of Zion Solutions, action by written consent, or otherwise; provided, however, that has become due solely in no event shall Pledgee take possession of or exercise control over the Pledged LLC Interests or any NRC licensed facility until first having received issuance of a license by NRC authorizing such acceleration, have been cured possession or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretoNRC’s prior written consent to the transfer of control of the existing NRC licenses.

Rights Upon Event of Default. (a) If As long as an Event of Default shall have occurred and be continuingunder this Agreement remains unremedied, Holders of not less than 50% of the Trustee outstanding principal amount (or notional principal amount) of an issue of Debentures or Medium- Term Notes to which such Event of Default relates may, or if so requested in writing by Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the ▇▇▇▇▇▇▇ Mac, declare such Debentures or Medium- Term Notes become, whereupon they shall become, immediately due and payable at parand accelerate the maturity of such Debentures or Medium- Term Notes. Upon such acceleration, together with the principal amount of such Debentures or Medium- Term Notes and the interest accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c)payable. (b) At No Holder has any time after right under this Agreement to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, or for the appointment of a declaration receiver or trustee, or for any other remedy, unless (i) such Holder previously has given to ▇▇▇▇▇▇▇ Mac written notice of acceleration an Event of maturity has been made Default and before a judgment or decree for payment of the continuance thereof; (ii) the Holders of not less than 50% of the outstanding principal amount due (or notional principal amount) of an issue of Debentures or Medium-Term Notes to which such Event of Default relates have given written notice to ▇▇▇▇▇▇▇ Mac of such Event of Default; and (iii) such Event of Default continues uncured for a period of 60 days following such notice. No Holder of an issue of Debentures or Medium-Term Notes has been obtained any right in any manner whatsoever by virtue of or by availing itself of any provision of this Agreement to affect, disturb or prejudice the Trustee as hereinafter rights of any other such Holder, or to obtain or seek to obtain preference or priority over any other such Holder or to enforce any right under this Agreement, except in the manner provided in this ArticleAgreement and for the ratable and common benefit of all such Holders and except for the priority rights of Holders of Senior Obligatio ns over the rights of Holders of Subordinated Debentures and Medium- Term Notes. (c) Events of Default that apply to an issue of Senior Obligations may be not Events of Default for an issue of Subordinated Debentures or Medium- Term Notes. As a result, Ho lders of an issue of Subordinated Debentures or Medium-Term Notes may not have the same acceleration rights as Holders of other Debentures or Medium-Term Notes, as provided in the applicable Supplemental Agreement. (d) Prior to or after the institution of any action or proceeding relating to an issue of Debentures or Medium- Term Notes, the Holders of Notes representing a majority not less than 50% of the Outstanding Amount outstanding principal amount (or notional principal amount) of such Debentures or Medium- Term Notes may waive an Event of Default, whether or not it has resulted in a declaration of an acceleration of the Notes maturity of the Controlling Classsuch Debentures or Medium- Term Notes, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if:any previously declared acceleration. (ie) Whenever in this Agreement it is provided that the Issuer has paid Holders of a specified percentage in outstanding principal amount (or deposited with notional principal amount) of an issue of Debentures or Medium-Term Notes may take any action (including the Trustee making of any demand or request, or the giving of any authorization, notice, consent or waiver), the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced by a sum sufficient to pay: (A) all payments writing, or any number of principal writings of and interest on all Notes and all other amounts that would then be due hereunder similar tenor, executed by Holders in person, or upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (B) all sums paid by an agent or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel and other amounts due and owing to the Trustee pursuant to Section 6.07; 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 proxy appointed in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretowriting.

Rights Upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee in its discretion may, or if so requested in writing by Holders of holding Notes representing at least a majority 66 2/3% of the Outstanding Amount of the Notes of the Controlling Classshall, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes becomehave become due and payable, whereupon they shall become, immediately due and payable at par100% of the outstanding principal balance of the Notes, together with and accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with interest accrued interest thereon and all other amounts payable hereunder, without any declaration or other act at the relevant Note Rate on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(csuch overdue interest). (b) At any time after a 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 Trustee as hereinafter provided in this ArticleIndenture Trustee, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling ClassNotes, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration 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 all Notes and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and 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 counsel; and other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.135.9 of the Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, [(i) so long as no Insurer Default has occurred and is continuing, the Indenture Trustee, if so instructed by the Insurer shall and (ii) in the event an Insurer Default shall have occurred and be continuing,] the Indenture Trustee may, or if so requested in writing by Holders of holding Notes representing at least a majority 66-2/3% of the Outstanding Amount of the Notes of the Controlling Classshall, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes becomehave become due and payable, whereupon they shall become, immediately due and payable at par, together with 100% of the outstanding principal balance of the Notes and accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with interest accrued interest thereon and all other amounts payable hereunder, without any declaration or other act at the relevant Note Rate on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(csuch overdue interest). (b) At any time after a 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 Trustee as hereinafter provided in this ArticleIndenture Trustee, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling ClassParty, by written notice to the Issuer and the TrusteeServicer, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee (or the Administrator on behalf of the Indenture Trustee) a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07counsel; 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 5.135.9 of the Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Trustee may, or if so requested in writing by Holders of Notes representing and at least a majority the direction of the Outstanding Amount Majority Noteholders shall, and with respect to an Event of Default pursuant to Section 5.1(a)(v) or (vi) hereof, the Trustee shall declare the Notes of the Controlling Class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, be immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunderthereon. Notwithstanding anything to the contrary in this paragraphIn addition, if an Event of Default shall have occurred and be continuing, the Trustee may, and at the direction of the Majority Noteholders shall, exercise any of the remedies specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes5.4(a). Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a 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 Trustee as hereinafter provided in this ArticleArticle V, provided that the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling ClassMajority Noteholders may, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) pay all payments of principal of and interest on the Notes, all Notes amounts due the Note Purchasers from the Issuer under the Basic Documents, and all other amounts that would then be due from the Issuer hereunder (including all Secured Obligations), upon the Notes or upon such Notes under the Basic Documents if the Event of Default giving rise to such acceleration had not occurred; and; (Bii) the Issuer has paid or deposited with the Trustee a sum sufficient to pay 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 other amounts due and owing to the Trustee pursuant to Section 6.07counsel; and (iiiii) 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. Upon the occurrence and during the continuance of any Event of Default, Lender shall, in addition to all other remedies conferred upon Lender at law or in equity or by the terms of the Note, the Mortgage and the other Loan Documents, have the right but not the obligation, to pursue any one or more of the following remedies, concurrently or successively, it being the intent hereof that all such remedies shall be cumulative and that no such remedy shall be to the exclusion of any other: (a) If an Event take any action which, in Lender's sole judgment, is necessary or appropriate to effect observance and performance of Default shall have occurred the covenants, agreements and be continuingobligations (under this Agreement and the other Loan Documents) of Borrower, the Trustee mayGuarantors, or if so requested in writing by Holders of Notes representing at least a majority any other person providing collateral pursuant to or obligated to perform any of the Outstanding Amount terms and provisions of this Agreement or the Notes of the Controlling Classother Loan Documents (each, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c"Obligated Party").; (b) At declare the Note to be immediately due and payable; (c) use and apply any time after a declaration of acceleration of maturity has been made monies deposited in the Clearing Account, the Cash Collateral Account or the Tax and before a judgment Insurance Escrow Account or decree for payment any other monies deposited by Borrower with Lender, regardless of the amount due has been obtained by purpose for which the Trustee as hereinafter provided in this Articlesame were deposited, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid cure any default or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise or to such acceleration had not occurredapply on account of any indebtedness under this Agreement or any of the other Loan Documents which is due and owing to Lender or to operate the Property or for any other purposes described herein or in any other Loan Document; (d) institute an action, suit or proceeding at law or in equity for the specific performance of any covenant, condition or agreement contained herein or in the Mortgage, Note or any other Loan Document, or in aid of the execution of any power granted hereunder or for the enforcement of any other appropriate legal or equitable remedy; and (Be) all sums paid set-off against the obligations to Lender of Borrower or advanced any other Obligated Party, any sum owed by Lender or any Affiliate of Lender in any capacity to Borrower or such other Obligated Party, or any property of any of them in the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances possession of the Trustee and its agents and counsel and other amounts due and owing to the Trustee pursuant to Section 6.07; and (ii) all Events Lender or any Affiliate 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretoLender.

Rights Upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Trustee may, or if so requested in writing by Holders of Notes representing at least a majority of the aggregate Outstanding Amount of the Notes of the Controlling Amount, voting together as a single Class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunder; provided, however, that if an Event of Default specified in Section 5.01(i) shall have occurred and be continuing, the Notes may be declared immediately due and payable as a result of such Event of Default only upon a request in writing by Holders of Notes representing at least a _____.___% of the aggregate Outstanding Amount, voting together as a single Class. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Amount, voting together as a single Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) So long as no Insurer Default has occurred and is continuing, if an Event of Default shall have occurred and be continuing, then the Insurer shall have the right, but not the obligation, to declare by written notice to the Issuer, the Indenture Trustee and each Rating Agency that the Notes become immediately due and payable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon, shall become immediately due and payable. The Indenture Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, so long as no Insurer Default has occurred and is continuing, the Indenture Trustee shall continue to make claims under the Policy with respect to the Notes. (b) If an Insurer Default shall have occurred and be continuing and an Event of Default shall have occurred and be continuing, the Indenture Trustee mayshall, or if so requested in writing by Holders of Notes representing at least a majority 66-2/3% of the aggregate Outstanding Amount of the Notes of the Controlling Notes, acting together as a single Class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that all the Notes become, whereupon they shall become, become immediately due and payable at parpayable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraphthereon, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at parpayable. (c) Following any Event of Default, together with the Insurer may elect to pay all or any portion of the outstanding amount of the Notes, plus accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments date of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretopayment.

Rights Upon Event of Default. (a) If an Event of Default shall have occurred and be continuingreferred to in subparagraph (e) of Section 5.01 has occurred, the Trustee may, or if so requested in writing by Holders of Notes representing at least a majority unpaid principal of the Outstanding Amount of the Notes of the Controlling Class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at parNotes, together with interest accrued interest thereon but unpaid thereon, and all other amounts due hereunder. Notwithstanding anything to the contrary Noteholders under the Indenture, shall immediately and without further act become due and payable. In the case of any event described in this paragraphclause (a), if (b), (c) (d) or (f) above, an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing with respect to the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on will be deemed to have occurred provided such Event of Default may be waived if the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Required Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by provide written notice to the Issuer Trust Depositor, Indenture Trustee and the Trustee, may rescind and annul Servicer of such declaration and its consequences if: (i) waiver. In the Issuer event the Indenture Trustee has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments actual knowledge of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes if the an 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 other amounts due and owing to the Trustee pursuant to Section 6.07; and (ii) all Events of Default, other than it shall give written notice thereof to the nonpayment Trust Depositor, the Seller, the Servicer, the Owner Trustee and the Rating Agencies. If an Insolvency Event relating to the Trust Depositor occurs, pursuant to the Trust Agreement and the Sale and Servicing Agreement, on the day of such Insolvency Event, the Trust Depositor shall promptly give written notice to the Indenture Trustee of the principal Insolvency Event, and the Indenture Trustee shall, unless notified to the contrary by the Required Holders, promptly act pursuant to and in accordance with the terms thereof to sell, dispose of or otherwise liquidate the Notes that has become due solely by Collateral in a commercially reasonable manner and on commercially reasonable terms. The proceeds from any such accelerationsale, have been cured disposition or waived liquidation of Contracts shall be deposited in the Collection Account and allocated as provided described in Section 5.13the Sale and Servicing Agreement and herein. No such rescission Promptly following its receipt of notice hereunder or under any other Transaction Document of any Event of Default, the Indenture Trustee shall affect any subsequent default or impair any right consequent theretosend a copy thereof to the Issuer and each Rating Agency.

Rights Upon Event of Default. (a) So long as no Insurer Default has occurred and is continuing, if an Event of Default shall have occurred and be continuing, then with the consent of the Insurer, the Notes shall become immediately due and payable at par, together with accrued interest thereon. The Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Trustee shall continue to be entitled to make claims under the Note Policy pursuant to Section 5.18 for Scheduled Payments on the Notes. Payments under the Note Policy following acceleration of the Notes shall be applied by the Trustee: (i) to Noteholders for amounts due and unpaid on the Notes for interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for interest; (ii) to the Class A-1 Noteholders for amounts due and unpaid on such Class A-1 Notes for principal, ratably without preference of any kind, according to amounts due on the Class A-1 Notes for principal; and (iii) to each other Class of Noteholders for amounts due and unpaid on such Class of Notes for principal, ratably, without preference or priority of any kind, according to amounts due and payable on the Notes for principal. (b) So long as no Insurer Default has occurred and is continuing, in the event the Notes are accelerated due to an Event of Default, the Insurer shall have the right (in addition to its obligation to pay Scheduled Payments on the Notes in accordance with the Note Policy), but not the obligation, to elect: (i) to cause the Trustee or the Master Servicer, subject to Section 5.04, to sell or liquidate the Trust Estate, in whole or in part, on any date or dates following such acceleration as the Insurer, in its sole discretion, shall elect; or (ii) to pay Scheduled Payments on the Notes in accordance with the Note Policy. (c) If an Insurer Default shall have occurred and be continuing and an Event of Default shall have occurred and be continuing, the Trustee may, or if so requested in writing by Holders of Notes representing at least a majority 66K% of the aggregate Outstanding Amount of the Notes of the Controlling ClassAmount, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunderthereon. Notwithstanding anything to the contrary in this paragraphparagraph (c), if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing when an Insurer Default has occurred and is continuing, the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c)thereon. (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) So long as no Insurer Default has occurred and is continuing, if an Event of Default shall have occurred and be continuing, then the Insurer shall have the right, but not the obligation, upon prior written notice to each Rating Agency, to declare by written notice to the Issuer and the Indenture Trustee that the Notes become immediately due and payable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon, shall become immediately due and payable. The Indenture Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Indenture Trustee shall continue to make claims under the Policy with respect to the Notes. (b) If an Insurer Default shall have occurred and be continuing and an Event of Default shall have occurred and be continuing, the Indenture Trustee mayshall, or if so requested in writing by Holders of Notes representing at least a majority 662/3% of the aggregate Outstanding Amount of the Notes of the Controlling Highest Priority Class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that all the Notes become, whereupon they shall become, become immediately due and payable at parpayable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraphthereon, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at parpayable. (c) Following any Event of Default, together with the Insurer may elect to pay all or any portion of the outstanding amount of the Notes, plus accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments date of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretopayment.

Rights Upon Event of Default. (a) If As long as an Event of Default shall have occurred and under this Agreement remains unremedied, Holders of not less than 50% of the outstanding Class Principal Balance of each Class of Notes (with the outstanding Class Principal Balances of the Classes of Exchangeable Notes to be continuing, the Trustee determined without regard to any exchanges for RCR Notes) to which such Event of Default relates may, or if so requested in writing by Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the ▇▇▇▇▇▇ Mae, declare such Notes become, whereupon they shall become, immediately due and payable at parand accelerate the maturity of such Notes. Upon such acceleration, together with the Class Principal Balance of such Notes and the interest accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c)payable. (b) At Prior to or after the institution of any time after a declaration of acceleration of maturity has been made and before a judgment action or decree for payment of proceeding relating to the amount due has been obtained by the Trustee as hereinafter provided in this ArticleNotes, the Holders of Notes representing a majority not less than 50% of the Outstanding Amount outstanding Class Principal Balance of each Class of Notes to which an Event of Default relates (with the outstanding Class Principal Balances of the Classes of Exchangeable Notes to be determined without regard to any exchanges for RCR Notes) may waive such Event of Default as it relates to such Class at any time, whether or not it has resulted in a declaration of an acceleration of the Controlling Classmaturity of the Notes, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences ifany previously declared acceleration. (c) No Holder has any right under this Agreement to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, or for the appointment of a receiver or trustee, or for any other remedy, unless: (i) the Issuer Holder previously has paid or deposited given written notice to ▇▇▇▇▇▇ ▇▇▇ of an Event of Default and the continuance thereof; (ii) the Holders of not less than 50% of the outstanding Class Principal Balance of each Class of Notes to which such Event of Default relates (with the Trustee a sum sufficient outstanding Class Principal Balances of the Classes of Exchangeable Notes to pay:be determined without regard to any exchanges for RCR Notes) have given ▇▇▇▇▇▇ Mae written notice of the Event of Default; and (Aiii) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to continues uncured for 60 days following such acceleration had not occurred; andnotice. (Bd) all sums paid or advanced by Whenever in this Agreement it is provided that the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances Holders of the Trustee and its agents and counsel and other amounts due and owing to the Trustee pursuant to Section 6.07; and (ii) all Events of Default, other than the nonpayment of the principal a specified percentage in outstanding Class Principal Balance of the Notes may take any action (including the making of any demand or request, or the giving of any authorization, notice, consent or waiver), the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced by a writing, or any number of writings of similar tenor, executed by Holders in person, or by an agent or proxy appointed in writing. (e) No Holder of a Note has become due solely any right in any manner whatsoever by virtue of or by availing itself of any provision of this Agreement to affect, disturb or prejudice the rights of any other such accelerationHolder, have been cured or waived as to obtain or seek to obtain preference or priority over any other such Holder or to enforce any right under this Agreement, except in the manner provided in Section 5.13. No this Agreement and for the ratable and common benefit of all such rescission shall affect any subsequent default or impair any right consequent theretoHolders.

Rights Upon Event of Default. (a) If any Event of Default shall occur and be continuing, Bank may upon written notice to Borrower terminate this Agreement and declare the Loan and the Obligations or any part thereof to be immediately due and payable, and the same shall thereupon become immediately due and payable, without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or other formalities of any kind, all of which are hereby expressly waived by Borrower; provided, however, that upon the occurrence of an Event of Default under Section 9(f), this Agreement shall have occurred automatically terminate and be continuing, the Trustee may, or if so requested in writing by Holders of Notes representing at least a majority of Loan and the Outstanding Amount of the Notes of the Controlling Class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes Obligations shall become immediately due and payable at parwithout notice, together with accrued interest thereon and all other amounts payable hereunderdemand, without any declaration presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or other act formalities of any kind, all of which are hereby expressly waived by the Borrower. Bank may revoke any such election at any time and choose to treat such failure to comply as an Event of Default. If any Event of Default shall occur and be continuing, Bank may exercise all rights and remedies available to it in law or in equity, under the Loan Documents, or otherwise, including without limitation: (a) in its discretion, to demand, ▇▇▇ for, collect or receive and receipt for (in its own name, in the name of Borrower or otherwise) any money or property at any time payable or receivable on the part account of any of the Trustee Collateral, in consideration of its transfer or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c).exchange for it; (b) At direct, and to take any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other steps necessary to cause, any Servicer of any of the Collateral to pay over directly to Bank for the account of Borrower (instead of to Borrower or any other Person) all sums from time to time due to Borrower and to take any and all other actions that Borrower or Bank has the right to take under the Borrower’s contract with such Servicer; (c) direct Borrower to pay over to Bank all sums from time to time due Borrower under or in respect of the Collateral, including any and all fees and other compensation under the Approved Servicing Agreements for servicing the Serviced Loans and all amounts paid to or collectable by Borrower to pay Pledged Servicing Receivables, whether paid to Borrower or withheld or recovered by Borrower from collections and realizations on such Serviced Loans or any other source, and to take any and all other actions that, subject to any restrictions imposed by the relevant Approved Servicing Agreement for the benefit of the party to it on whose behalf the Mortgaged Loans are being serviced (to the extent that would such restrictions are valid and enforceable under the UCC and all applicable laws, rules and regulations), Borrower or Bank has the right to take under that Approved Servicing Agreement, and if Bank does so request, then Borrower shall diligently and continuously thereafter comply with such request; (d) foreclose upon or otherwise enforce its security interest in and Lien on the Collateral, or on such portions or elements of the Collateral as Bank shall elect to proceed against from time to time; (e) subject to the terms of the applicable Approved Servicing Agreements and Applicable Law, act, or contract with one or more third Persons to act, as Servicer of each item of Collateral requiring servicing and perform all obligations required in connection with any Approved Servicing Agreements to which Borrower is a party, and Borrower hereby agrees to pay such third Persons’ fees to the extent (if any) that Bank is unable, despite reasonable efforts made by Bank in light of the necessity that there be due hereunder no material break in the continuity of servicing, to contract for such servicing and performance of such obligations for fees equal to or upon less than the fees under such Notes if Approved Servicing Agreements; (f) as a matter of right and without notice to Borrower or anyone claiming under Borrower, and without regard to the Event then value of Default giving rise the Collateral or the interest of Borrower therein, to apply to any court having jurisdiction to appoint a receiver or receivers of the Collateral, and Borrower hereby irrevocably consents to such acceleration had not occurredappointment and waives notice of any application therefor. Any such receiver or receivers shall have all the usual powers and duties of receivers in like or similar cases and all the powers and duties of Bank in case of entry as provided herein and shall continue as such and exercise all such powers until the date of the sale of the Collateral unless such receivership is sooner terminated; and (Bg) exercise all sums rights and remedies of a secured creditor under the UCC, including selling the interests of Borrower in the Collateral at public or private sale. Bank shall give Borrower not less than 10 days’ notice of any such public sale or of the date after which private sale may be held. Borrower agrees that 10 days’ notice shall be reasonable notice. At any such sale any or all of the Collateral may be sold as an entirety or in separate parts, as Bank may determine in its sole discretion. Bank may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. Bank is authorized at any such sale, if Bank deems it advisable so to do, to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or resale of any of the Collateral. Borrower specifically agrees that any such sale, whether public or private, of any Collateral pursuant to the commitment of any investor to purchase such Collateral that was obtained by (or with the approval of) Borrower will be commercially reasonable, and if such sale is for the price provided for in such commitment, then such sale shall be held to be for value reasonably equivalent to the value of the Collateral so sold. Upon any such sale, Bank shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption, stay or appraisal which Borrower has or may have under any rule of law or statute now existing or hereafter adopted. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Bank until the selling price is paid or advanced by the Trustee hereunder purchaser, but Bank shall not incur any liability in case of such purchaser’s failure to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Nothing in this Agreement shall be construed as Borrower’s waiver of, or agreement to waive, any requirement imposed by applicable law that any sale of the Collateral be commercially reasonable. Borrower waives any right to require Bank to proceed against any third party, exhaust any Collateral or other security for the Obligations, or to have any third party joined with Borrower in any suit arising out of the Obligations or any of the Loan Documents, or pursue any other remedy available to Bank. Borrower further waives any and all notice of acceptance of this Agreement. All rights available to Bank under the Loan Documents shall be cumulative of and in addition to all other rights granted to Bank at Law or in equity, whether or not the Loan or the Obligations be due and payable or performance required and whether or not Bank shall have instituted any suit for collection, foreclosure, or other action under or in connection with the Loan Documents. During the continuation of an Event of Default, Borrower (i) shall provide Bank with access, without charge, to all information, data and documents with respect to the Mortgage Loans and advances with respect thereto, including access to its internet portal site containing information regarding the Mortgage Loans and the reasonable compensation, expenses, disbursements Pledged Servicing Receivables and advances of the Trustee and its agents and counsel and other amounts due and owing to the Trustee pursuant to Section 6.07; and (ii) all Events of Default, other than allow Bank to download documents and reports regarding the nonpayment of Mortgage Loans and the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretoPledged Servicing Receivables accessed through its internet portal site.

Rights Upon Event of Default. (a) So long as the Insurer is the Controlling Party, if an Event of Default shall have occurred and is continuing, then the Insurer shall have the right, but not the obligation, upon prior written notice to each Rating Agency, to declare by written notice to the Issuer, the Servicer and the Indenture Trustee that the entire principal amount of the Class A Notes, together with interest accrued on the Class A Notes and Class I Notes, become immediately due and payable, and upon any such declaration the unpaid principal amount of the Class A Notes, together with accrued and unpaid interest on the Class A and Class I Notes, shall become immediately due and payable. The Indenture Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Indenture Trustee shall continue to make claims under the Policy with respect to the Notes. (b) If the Insurer is no longer the Controlling Party, and an Event of Default shall have occurred and be continuing, the Indenture Trustee mayshall, or if so requested in writing by Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling ClassMajority Noteholders, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the entire principal amount of the Class A Notes, together with interest accrued on the Class A Notes becomeand Class I Notes, whereupon they shall become, become immediately due and payable at parpayable, and upon any such declaration the unpaid principal amount of the Class A Notes, together with accrued and unpaid interest thereon on the Class A and all other amounts Class I Notes, shall become immediately due hereunderand payable. (c) If an Event of Default occurs and the Notes have been accelerated, the Indenture Trustee may exercise any of the remedies specified in Section 5.04(a) hereof. Notwithstanding anything Payments following acceleration of any Notes shall be applied by the Indenture Trustee pursuant to Section 8.05(g) hereof. (d) In the contrary event any Notes are accelerated due to an Event of Default, the Insurer shall have the right (in this paragraphaddition to its obligation to pay Insured Payments on the Notes in accordance with the Policy), but not the obligation, to make payments under the Policy or otherwise of interest and principal due on such Notes, in whole or in part, on any date or dates following such acceleration as the Insurer, in its sole discretion, shall elect. In addition, if an Event of Default specified in Section 5.01(iv) or (v) shall occur occurs and be continuing the Insurer accelerates the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunderwhether in full or in part (including, without limitation, as a result of the sale of any declaration or other act Receivable), the Insurer will from and after such acceleration guarantee pursuant to the Policy the continued payment of Class I Monthly Interest to the Class I Noteholders based on the part of Planned Notional Principal Amount Schedule for all remaining Payment Dates included in the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c)Planned Notional Principal Amount Schedule. (be) At any time after a 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 ArticleArticle V provided, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of Insurer, so long as it is the Controlling ClassParty, and otherwise, the Majority Noteholders, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration 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 on the Class A Notes and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and, which funds shall be deposited into the Collection Account; (B) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee and its agents and counsel and other amounts counsel, which funds shall be deposited into the Collection Account; and (C) all sums paid or advanced by or due and owing to the Trustee pursuant Insurer and any unpaid Insurance Premium, which funds shall be paid to Section 6.07the Insurer; and (ii) all Events of Default, other than the nonpayment of the interest on or the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.135.13 hereof. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee in its discretion may, or if so requested in writing by Holders of holding Notes representing at least a majority 66 2/3% of the Outstanding Amount of the Notes of the Controlling Classshall, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes becomehave become due and payable, whereupon they shall become, immediately due and payable at par100% of the outstanding principal balance of the Notes, together with and accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with interest accrued interest thereon and all other amounts payable hereunder, without any declaration or other act at the relevant Note Rate on the part of the Trustee or any Holder of the Notessuch overdue interest). Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a 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 Trustee as hereinafter provided in this ArticleIndenture Trustee, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling ClassNotes, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration 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 all Notes and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (B) and 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 counsel; and other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.135.9 of the Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, (i) so long as no Insurer Default has occurred and is continuing, the Indenture Trustee, if so instructed by the Insurer shall and (ii) in the event an Insurer Default shall have occurred and be continuing, the Indenture Trustee in its discretion may, or if so requested in writing by Holders of holding Notes representing at least a majority 66-2/3% of the Outstanding Amount of the Notes of the Controlling Classshall, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes becomehave become due and payable, whereupon they shall become, immediately due and payable at par, together with 100% of the outstanding principal balance of the Notes and accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with interest accrued interest thereon and all other amounts payable hereunder, without any declaration or other act at the relevant Note Rate on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(csuch overdue interest). (b) At any time after a 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 Trustee as hereinafter provided in this ArticleIndenture Trustee, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling ClassParty, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration 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 all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07counsel; 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 5.135.9 of the Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. In case an event of default should occur and be continuing with respect to the offered notes, then (ain every such case) If the indenture trustee, at the written direction of the noteholders representing at least 66-2/3% of the aggregate note balance of the notes then outstanding will declare the principal of the offered notes, together with accrued and unpaid interest payment amounts thereon through the date of acceleration, to be due and payable. Such declarations in respect of the offered notes may under certain circumstances be rescinded by the noteholders representing not less than 66-2/3% of the aggregate note balance of the notes then outstanding. If, following an Event event of Default shall default, any offered notes have been declared to be due and payable, the indenture trustee may, if directed by the noteholders representing not less than 66-2/3% of the aggregate note balance of all the notes then outstanding, refrain from selling the assets of the trust and continue to apply all amounts received on such assets to payments due on the offered notes in accordance with their terms, notwithstanding the acceleration of the maturity of the offered notes. The indenture trustee, however, must sell or cause to be sold (in accordance with the direction of the noteholders representing at least 66-2/3% of the aggregate note balance of all the notes then outstanding) the assets included in the trust if collections in respect of such assets are determined (by an independent appraiser payable by the trust) to be insufficient to pay certain expenses payable under the indenture and to make all scheduled payments on the offered notes. In the event the assets of the trust are sold, any collection on, or the proceeds from the sale of, the assets will be applied in accordance with the provisions of the indenture. Subject to the provisions of the indenture relating to the duties of the indenture trustee, in case an event of default has occurred and be is continuing, the Trustee mayindenture trustee will be under no obligation to exercise any of the rights and powers under the indenture at the request or direction of any of the noteholders, unless such noteholders have offered to the indenture trustee security or if so requested indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in writing by Holders of Notes compliance with such request or direction. Subject to such provisions for indemnification and certain limitations contained in the indenture, the noteholders representing at least a majority 66-2/3% of the Outstanding Amount aggregate note balance of all the notes then outstanding will have the right to direct the time, method, and place of conducting any proceeding or any remedy available to the indenture trustee or exercising any trust or power conferred on the indenture trustee with respect to the offered notes; and the noteholders representing at least 66- 2/3% of the Notes aggregate note balance of all the Controlling Classnotes then outstanding may, upon prior written notice in certain cases, waive any default with respect thereto. LIMITATION ON SUITS No noteholder will have any right to each Rating Agency, shall declare by institute any proceedings with respect to the indenture unless (1) such noteholder has previously given written notice to the Issuer that indenture trustee of a continuing event of default; (2) the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunder. Notwithstanding anything noteholders representing not less than 25% of the aggregate note balance of the offered notes have made written request to the contrary indenture trustee to institute proceedings in this paragraphrespect of such event of default in its own name as indenture trustee; (3) such noteholders have offered to the indenture trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (4) for 60 days after its receipt of such notice, request and offer of indemnity the indenture trustee has failed to institute any such proceedings; (5) no direction inconsistent with such written request has been given to the indenture trustee during such 60-day period by the noteholders representing at least 66-2/3% of the aggregate note balance of all the notes then outstanding and (6) such event of default has occurred and is continuing. The indenture trustee (as such or in its individual capacity) may not, prior to the date which is one year and one day (or, if an Event longer, the then applicable preference period) after the payment in full of Default specified all the notes, institute against, or join any other person in Section 5.01(ivinstituting against, the issuer any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, or other proceedings under any insolvency law or similar laws. Nothing shall preclude, or be deemed to stop, the indenture trustee (i) from taking any action (other than joining in the institution of any involuntary insolvency proceeding described below) prior to the expiration of the aforementioned preference period in (A) any case or proceeding voluntarily filed or commenced by the issuer or (vB) shall occur and be continuing any involuntary insolvency proceeding filed or commenced by a person other than the Notes shall become immediately due and payable at parindenture trustee, together with accrued interest thereon and all other amounts payable hereunderor (ii) from commencing against the issuer or any of the contracts any legal action which is not a bankruptcy, without any declaration reorganization, arrangement, insolvency, moratorium or liquidation proceeding or other act proceeding under any insolvency law or similar laws. VOTING RIGHTS At all times, 100% of all voting rights will be allocated among the holders of the offered notes in proportion to the then outstanding note balances of their respective notes. DESCRIPTION OF THE ASSET PURCHASE AGREEMENT The assets to be transferred to the trust by the depositor will be purchased by the depositor from the seller pursuant to the "asset purchase agreement" to be entered into between the depositor, as purchaser of the assets, and the seller. Under the asset purchase agreement, the seller will agree to transfer the assets to the depositor. Pursuant to the trust agreement, the assets will be immediately transferred by the depositor to the trust, and the depositor will assign its rights in, to and under the asset purchase agreement, to the trust. Pursuant to the indenture, the trust will pledge the assets, and its rights, in, to and under the asset purchase agreement, to the indenture trustee. In the asset purchase agreement the [seller] [originator] will make representations and warranties as to the assets. In the event of a breach of any such representations and warranties which has a material adverse effect on the part interests of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Articlenoteholders, the Holders of Notes representing a majority of seller or the Outstanding Amount originator will repurchase or substitute for the assets as described herein under "Description of the Notes -- Conveyance of Contracts and Mortgage Loans." The [seller] [originator] has also agreed to indemnify the depositor and the trust from and against certain losses, liabilities and expenses (including reasonable attorneys' fees) suffered or sustained pursuant to the purchase agreement. USE OF PROCEEDS The net proceeds to be received from the sale of the Controlling Classcertificates will be applied by the depositor towards the purchase of the assets. MATERIAL FEDERAL INCOME TAX CONSEQUENCES On the closing date, by written notice Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel to the Issuer depositor, will deliver its opinion to the effect that based on the application of existing law and assuming compliance with the Trusteeindenture, may rescind trust agreement and annul such declaration and its consequences if: other related documents, for federal income tax, (i) the Issuer has paid or deposited with offered notes will be characterized as indebtedness to a noteholder other than the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 owner of the Trustee owner trust certificates and its agents not as representing an ownership interest in the trust or an equity interest in the issuer or the depositor and counsel and other amounts due and owing to the Trustee pursuant to Section 6.07; and (ii) all Events as long as the parent REIT maintains its REIT status, the trust will be treated as a "qualified REIT subsidiary" within the meaning of Default, other than the nonpayment Section 856(i) of the principal Internal Revenue Code of 1986, as amended (the "Code". Because the trust is issuing classes of debt instruments with multiple maturity dates that are backed by real estate mortgages, it is anticipated that the trust will be treated as a taxable mortgage pool, or "TMP", for federal income tax purposes. In general, a TMP is treated as a separate corporation not includible with any other corporation in a consolidated income tax return, and is subject to corporate income taxation. A TMP, however, that is treated as a qualified REIT subsidiary of a REIT will not be subject to corporate income taxation. Generally, the trust will be treated as a qualified REIT subsidiary so long as the trust is wholly owned by either another qualified REIT subsidiary (whose ultimate parent company is a REIT) or directly by a REIT (each, a "parent REIT") that maintains continuing qualification as a REIT. The current parent REIT, Origen Financial, Inc., intends to make an election to be treated as a REIT for federal income tax purposes commencing with its taxable year ending December 31, 2003. As of the Notes date of the issuance of the offered notes, Origen Financial, Inc. has satisfied all of the requirements necessary to qualify as a REIT and intends to conduct its operations so as to qualify as a REIT on a continuing basis. The qualification and taxation of a parent REIT as a REIT will depend on the parent REIT's ability, on a continuing basis, to meet certain distribution levels, diversity of ownership tests, and certain tests concerning the nature of such REIT's income and assets. In the event that has the parent REIT loses its REIT status or the trust is otherwise no longer wholly owned by a REIT or a qualified REIT subsidiary, it would become due solely by subject to federal income taxation as a corporation and would not be permitted to be included in a consolidated income tax return of another corporate entity. Unless entitled to relief under certain Code provisions, if the parent REIT loses its REIT status, it would also be disqualified from treatment as a REIT for the four taxable years following the year is which qualification was lost. In the event that federal income taxes are imposed on the trust, the cash flow available to make payments on the offered notes would be reduced. In addition, a failure to pay such accelerationtaxes could result in the bankruptcy or insolvency of the trust, have been cured which could result in a temporary stay of payments on the offered notes or waived a consequential redemption of the offered notes at a time earlier than anticipated. No transfer of the owner trust certificates will be permitted to an entity that is not a REIT or a qualified REIT subsidiary or that would result in the owner trust not being treated as provided a qualified REIT subsidiary. See "Material Federal Income Tax Consequences" in the prospectus. The offered notes may be issued with "original issue discount" (as defined in the prospectus). See "Material Federal Income Tax Consequences" in the prospectus. The offered notes will not be treated as assets described in Section 5.137701(a)(19)(C) of the Code or "real estate assets" under Section 856(c)(4)(A) of the Code. No In addition, interest on the offered notes will not be treated as "interest on obligations secured by mortgages on real property" under Section 856(c)(3)(B) of the Code. The offered notes will also not be treated as "qualified mortgages" under Section 860G(a)(3)(C) of the Code. Prospective investors in the offered notes should see "Material Federal Income Tax Consequences" and "State and Other Tax Consequences" in the prospectus for a discussion of the application of certain federal income and state and local tax laws to the issuer and purchasers of the offered notes. STATE TAXES The depositor makes no representations regarding the tax consequences of purchase, ownership or disposition of the offered notes under the tax laws of any state. Investors considering an investment in the offered notes should consult their own tax advisors regarding those tax consequences. All investors should consult their own tax advisors regarding the federal, state, local or foreign income tax consequences of the purchase, ownership and disposition of the offered notes. LEGAL INVESTMENT The Class M-2 notes will not constitute "mortgage related securities" for purposes of SMMEA. The depositor makes no representations as to the proper characterization of any class of offered notes for legal investment or other purposes, or as to the ability of particular investors to purchase any class of offered notes under applicable legal investment restrictions. These uncertainties may adversely affect the liquidity of any class of offered notes. Accordingly, all institutions whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements or review by regulatory authorities should consult with their legal advisors in determining whether and to what extent any class of offered notes constitutes a legal investment or is subject to investment, capital or other restrictions. See "Legal Investment" in the prospectus. CONSIDERATIONS FOR BENEFIT PLAN INVESTORS Sections 404 and 406 of the Employee Retirement Income Security Act of 1974, as amended, or "ERISA", impose certain fiduciary and prohibited transaction restrictions on employee pension and welfare benefit plans subject to Title I of ERISA (referred to in this prospectus supplement as "ERISA plans") and on certain other retirement plans and arrangements, including individual retirement accounts and annuities, ▇▇▇▇▇ plans and bank collective investment funds and insurance company general and separate accounts, in which such rescission shall affect ERISA plans are invested. Section 4975 of the Code imposes essentially the same prohibited transaction restrictions on tax-qualified retirement plans described in Section 401(a) of the Code, individual retirement accounts described in Section 408 of the Code, ▇▇▇▇▇▇ MSAs described in Section 220(d) of the Code and education individual retirement accounts described in Section 530 of the Code and certain other entities (referred to in this prospectus supplement as "tax favored plans"). ERISA and the Code prohibit a broad range of transactions involving assets of ERISA plans and tax favored plans (collectively referred to in this prospectus supplement as "plans") and persons who have certain specified relationships to such Plans (so-called "parties in interest" within the meaning of ERISA or "disqualified persons" within the meaning of Code), unless a statutory or administrative exemption is available with respect to any subsequent default or impair any right consequent theretosuch transaction. Certain employee benefit plans, such as governmental plans (as defined in ERISA Section 3(32)), plans maintained outside the United States primarily for the benefit of persons substantially all of whom are non-resident aliens as described in Section 4(b)(4) of ERISA and, if no election has been made under Section 410(d) of the Code, church plans (as defined in Section 3(33) of ERISA) are not subject to ERISA requirements. Accordingly, assets of such plans may be invested in the offered notes without regard to the ERISA considerations described below, subject to the provisions of other applicable federal and state law. Any such plan which is qualified and exempt from taxation under Sections 401(a) and 501(a) of the Code, however, is subject to the prohibited transaction rules set forth in Section 503 of the Code.

Rights Upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee may, or if so requested in writing by Holders of holding Notes representing at least a majority 66-2/3% of the Outstanding Amount of the Notes of the Controlling Classshall, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes becomehave become due and payable, whereupon they shall become, immediately due and payable at par, together with 100% of the outstanding principal balance of the Notes and accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with interest accrued interest thereon and all other amounts payable hereunder, without any declaration or other act at the relevant Note Rate on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(csuch overdue interest). (b) At any time after a 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 Trustee as hereinafter provided in this ArticleIndenture Trustee, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling ClassParty, by written notice to the Issuer and the TrusteeMaster Servicer, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee (or the Administrator on behalf of the Indenture Trustee) a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07counsel; 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 5.135.9 of the Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) If As long as an Event of Default shall have occurred and under this Agreement remains unremedied, Holders of not less than 50% of the outstanding Class Principal Balance of each Class of Notes (with the outstanding Class Principal Balances of the Classes of Exchangeable Notes to be continuing, the Trustee determined without regard to any exchanges for RCR Notes) to which such Event of Default relates may, or if so requested in writing by Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the ▇▇▇▇▇▇ Mae, declare such Notes become, whereupon they shall become, immediately due and payable at parand accelerate the maturity of such Notes. Upon such acceleration, together with the Class Principal Balance of such Notes and the interest accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c)payable. (b) At Prior to or after the institution of any time after a declaration of acceleration of maturity has been made and before a judgment action or decree for payment of proceeding relating to the amount due has been obtained by the Trustee as hereinafter provided in this ArticleNotes, the Holders of Notes representing a majority not less than 50% of the Outstanding Amount outstanding Class Principal Balance of each Class of Notes to which an Event of Default relates (with the outstanding Class Principal Balances of the Classes of Exchangeable Notes to be determined without regard to any exchanges for RCR Notes) may waive such Event of Default as it relates to such Class at any time, whether or not it has resulted in a declaration of an acceleration of the Controlling Classmaturity of the Notes, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences ifany previously declared acceleration. (c) No Holder has any right under this Agreement to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, or for the appointment of a receiver or trustee, or for any other remedy, unless: (i) the Issuer Holder previously has paid or deposited with the Trustee a sum sufficient given written notice to pay: (A) all payments ▇▇▇▇▇▇ ▇▇▇ of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes if the an 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 other amounts due and owing to the Trustee pursuant to Section 6.07; andcontinuance thereof; (ii) all Events the Holders of not less than 50% of the outstanding Class Principal Balance of each Class of Notes to which such Event of Default relates (with the outstanding Class Principal Balances of the Classes of Exchangeable Notes to be determined without regard to any exchanges for RCR Notes) have given ▇▇▇▇▇▇ Mae written notice of the Event of Default, other than the nonpayment of the principal ; and percentage in outstanding Class Principal Balance of the Notes may take any action (including the making of any demand or request, or the giving of any authorization, notice, consent or waiver), the fact that has become due solely at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced by such accelerationa writing, have been cured or waived as provided any number of writings of similar tenor, executed by Holders in Section 5.13. No such rescission shall affect any subsequent default person, or impair any right consequent theretoby an agent or proxy appointed in writing.

Rights Upon Event of Default. (a) [RESERVED]. (b) If an Event of Default shall have occurred and be continuing, the Indenture Trustee may, or and shall if so requested in writing by Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Majority Controlling ClassNoteholders, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes becomeentire principal amount of the Notes, whereupon they shall becometogether with interest accrued, become immediately due and payable at parpayable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraphthereon, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c)payable. (bc) If an Event of Default occurs and the Notes have been accelerated, the Indenture Trustee may exercise any of the remedies specified in Section 5.04(a) hereof. Payments following acceleration of any Notes shall be applied by the Indenture Trustee pursuant to Section 8.05(g) hereof. (d) [RESERVED]. (e) At any time after a 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 ArticleArticle V provided, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Majority Controlling ClassNoteholders, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration 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 on the Notes and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred, which funds shall be deposited into the Collection Account; and (B) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee and its agents and counsel and other amounts due and owing to counsel, which funds shall be deposited into the Trustee pursuant to Section 6.07Collection Account; and (ii) all Events of Default, other than the nonpayment of the interest on or the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.135.13 hereof. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) So long as no Insurer Default has occurred and is continuing, if an Event of Default shall have occurred and be continuing, then the Insurer shall have the right, but not the obligation, upon prior written notice to each Rating Agency, to declare by written notice to the Issuer and the Indenture Trustee that the Notes become immediately due and payable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon, shall become immediately due and payable. The Indenture Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Indenture Trustee shall continue to make claims under the Policy with respect to the Notes. (b) If an Insurer Default shall have occurred and be continuing and an Event of Default shall have occurred and be continuing, the Indenture Trustee mayshall, or if so requested in writing by Holders of Notes representing at least a majority 66-2/3% of the aggregate Outstanding Amount of the Notes of the Controlling Notes, acting together as a single Class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that all the Notes become, whereupon they shall become, become immediately due and payable at parpayable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraphthereon, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at parpayable. (c) Following any Event of Default, together with the Insurer may elect to pay all or any portion of the outstanding amount of the Notes, plus accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments date of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretopayment.

Rights Upon Event of Default. (a) So long as no Insurer Default shall have occurred and be continuing, if an Event of Default shall have occurred and be continuing, then the Insurer shall have the right, but not the obligation, upon prior written notice to each Rating Agency, to declare by written notice to the Issuer, the Servicer and the Indenture Trustee that the Notes become immediately due and payable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon, shall become immediately due and payable. The Indenture Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Indenture Trustee shall continue to make claims under the Policy with respect to the Notes. (b) If an Insurer Default shall have occurred and be continuing, and an Event of Default shall have occurred and be continuing, the Indenture Trustee mayshall, or if so requested in writing by Holders of Notes the Noteholders representing at least a majority 66 2/3% of the Outstanding Amount of the Notes of the Controlling ClassNote Balances, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, become immediately due and payable at parpayable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraphthereon, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at parpayable. (c) Following any Event of Default, together with the Insurer may elect to prepay all or any portion of the outstanding amount of the Notes, plus accrued interest thereon to the date of payment and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice subrogated to the Issuer and rights of such Noteholders; provided, however, that the Trustee, may rescind and annul such declaration and Insurer shall fulfill its consequences if: (i) obligations under the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretoPolicy.

Rights Upon Event of Default. (a) If an Upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, Lender shall, in addition to all other remedies conferred upon Lender at law or in equity or by the terms of the Note, the Trustee mayMortgage and the other Loan Documents, have the right but not the obligation, to pursue any one or if so requested in writing by Holders of Notes representing at least a majority more of the Outstanding Amount of following remedies, concurrently or successively, it being the Notes of the Controlling Class, upon prior written notice to each Rating Agency, intent hereof that all such remedies shall declare by written notice be cumulative and that no such remedy shall be to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event exclusion of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences ifother: (i) take any action which, in Lender's sole judgment, is necessary or appropriate to effect observance and performance of the Issuer has paid covenants, agreements and obligations (under this Agreement and the other Loan Documents) of Borrower, the Guarantors, or deposited with any other person providing collateral pursuant to or obligated to perform any of the Trustee a sum sufficient to pay:terms and provisions of this Agreement or the other Loan Documents (each, an "OBLIGATED PARTY"); (Aii) all payments declare the Note to be immediately due and payable; (iii) use and apply any monies deposited in the Clearing Account, the Cash Collection Account or the Tax and Insurance Escrow Account or any other monies deposited by Borrower with Lender, regardless of principal of and interest on all Notes and all other amounts that would then be due hereunder the purpose for which the same were deposited, to cure any default or upon such Notes if the Event of Default giving rise or to such acceleration had not occurredapply on account of any indebtedness under this Agreement or any of the other Loan Documents which is due and owing to Lender or to operate the Properties or for any other purposes described herein or in any other Loan Document; (iv) institute an action, suit or proceeding at law or in equity for the specific performance of any covenant, condition or agreement contained herein or in the Mortgage, Note or any other Loan Document, or in aid of the execution of any power granted hereunder or for the enforcement of any other appropriate legal or equitable remedy; and (Bv) all sums paid setoff against the obligations to Lender of Borrower or advanced any other Obligated Party, any sum owed by Lender or any Affiliate of Lender in any capacity to Borrower or such other Obligated Party, or any property of any of them in the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances possession of the Trustee and its agents and counsel and other amounts due and owing to the Trustee pursuant to Section 6.07; and (ii) all Events Lender or any Affiliate 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretoLender.

Rights Upon Event of Default. (a) So long as no Insurer Default shall have occurred and be continuing, if an Event of Default shall have occurred and be continuing, then the Insurer shall have the right, but not the obligation, upon prior written notice to each Rating Agency, to declare by written notice to the Issuer, the Servicer and the Indenture Trustee that the Notes become immediately due and payable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon, shall become immediately due and payable. The Indenture Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Indenture Trustee shall continue to make claims under the Policy with respect to the Notes. (b) If an Insurer Default shall have occurred and be continuing and an Event of Default shall have occurred and be continuing, the Indenture Trustee mayshall, or if so requested in writing by Holders of Notes the Noteholders representing at least a majority 66 2/3% of the Outstanding Amount of the Notes of the Controlling ClassNote Balances, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, become immediately due and payable at parpayable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraphthereon, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at parpayable. (c) Following any Event of Default, together with the Insurer may elect to prepay all or any portion of the outstanding amount of the Notes, plus accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and date of payment; provided, however, that the Trustee, may rescind and annul such declaration and Insurer shall fulfill its consequences if: (i) obligations under the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13Policy. No such rescission shall affect any subsequent default or impair any right consequent thereto.37

Rights Upon Event of Default. (a) If So long as no Insurer Default has occurred and is continuing, if an Event of Default shall have occurred and be continuing, then the Trustee mayInsurer shall have the right, or if so requested in writing by Holders of Notes representing at least a majority of but not the Outstanding Amount of the Notes of the Controlling Classobligation, upon prior written notice to each Rating Agency, shall to declare by written notice to the Issuer and the Indenture Trustee that all, but not less than all of the Notes become, whereupon they shall become, become immediately due and payable at parpayable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon, shall become immediately due and payable. The failure to pay principal on a Class of Notes will not result in the occurrence of an Event of Default until the Final Scheduled Distribution Date for such Class of Notes. The Insurer may not, however, cause the Indenture Trustee to liquidate the Collateral, in whole or in part, if the proceeds of such liquidation would not be sufficient to pay the Outstanding Principal Amount of each Class of Notes, together with accrued and unpaid interest thereon and all other amounts due hereunder. Notwithstanding anything to at the contrary in this paragraphrespective Note Rates of each Class of Notes, if unless the Event of Default arose from a claim made on the Insurance Policy or from an Event of Default specified in Section 5.01(iv5.01(f) or (vg). The Indenture Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Indenture Trustee shall continue to make claims under the Insurance Policy with respect to the Notes. (b) If an Insurer Default shall occur have occurred and be continuing and an Event of Default specified in Section 5.01(b), (c), (d), (e), (f), (g), (h) or (i) shall have occurred and be continuing, the Indenture Trustee may, and shall, if so requested in writing by the Holders of Notes representing at least 66 2/3% of the aggregate Outstanding Principal Amount of the Notes, declare that the Notes become immediately due and payable, and upon any such declaration the unpaid Outstanding Principal Amount of the Notes, together with accrued and unpaid interest thereon, shall become immediately due and payable payable. (c) Following any Event of Default, the Insurer, at parits sole option, together with accrued interest thereon and may elect to pay all other amounts payable hereunder, without or any declaration or other act on the part portion of the Trustee or any Holder Outstanding Principal Amount of the Notes. Payments on , plus accrued and unpaid interest thereon to the Notes upon a declaration date of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c)payment. (bd) At any time after a 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 ArticleArticle V, either the Insurer (so long as an Insurer Default has not occurred and is continuing) or the Holders of the Notes representing a majority of the Outstanding Principal Amount of the Notes of the Controlling Class(if an Insurer Default has occurred and is continuing), by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration 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 all Notes and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (B) all sums paid or advanced by the Insurer, together with interest thereon, and remitted by the Indenture Trustee or the Insurer hereunder or by the Insurer under the Insurance Policy, plus all amounts due to the Insurer under the Basic ---- Documents and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, the Owner Trustee and its the Insurer and their respective agents and counsel and other amounts due and owing to the Trustee pursuant to Section 6.07counsel; and (ii) all All Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, Default have been cured or waived as provided in Section 5.135.12. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) If an Event In the event Grantee (i) defaults in the payment of Default shall have occurred and be continuing, any amount which Grantee is obligated to pay hereunder or (ii) defaults in the Trustee may, or if so requested in writing by Holders performance of Notes representing at least a majority any of the Outstanding Amount covenants or obligations required to be observed or performed by Grantee pursuant to the terms of the Notes of the Controlling Class, upon prior this Exhibit "B" and such default has not been cured within thirty (30) days after written notice to each Rating AgencyGrantee describing such default (in either event, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an "Event of Default specified in Section 5.01(iv) Default"), Grantor shall have the right, but not the obligation to do any or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to payfollowing: (A) all payments to cure such Event of principal Default on behalf of the Grantee and interest on all Notes and all other amounts in that would then be due hereunder connection, Grantor shall have the right to enter upon the Property of Grantee to perform any necessary work or upon such Notes if furnish any necessary materials or services to cure the Event of Default giving rise to of Grantee as Grantor shall deem necessary or appropriate, and Grantee shall reimburse Grantor for all reasonable costs incurred by Grantor in effectuating such acceleration had not occurred; andcure within fifteen (15) days following receipt by Grantee of written invoices evidencing such costs; (B) all sums paid to prosecute any proceedings at law or advanced by in equity (including, without limitation, actions for injunctive relief, Grantee hereby acknowledging that any Event of Default hereunder would lead to irreparable harm to Grantor) against Grantee and to recover damages for any such Event of Default; and/or (C) in the Trustee hereunder and event of an Event of Default in the reasonable compensation, expenses, disbursements and advances performance of the Trustee Secured Obligations, terminate the Agreements on behalf of Grantee and its agents do any and counsel and other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereto.all

Rights Upon Event of Default. (a) If Subject and subordinate in all respects to the rights, powers and prerogatives of the relevant Agency under its Acknowledgment Agreement and Agency Guidelines, if any Event of Default shall occur and be continuing, Bank may, without notice during the occurrence of such Event of Default, terminate the Commitment and declare the Indebtedness or any part thereof to be immediately due and payable, and the same shall thereupon become immediately due and payable, without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or other formalities of any kind, all of which are hereby expressly waived by B▇▇▇▇▇▇▇; provided, however, that upon the occurrence of an Event of Default shall have occurred and be continuingunder Section 9.5 or Section 9.6, the Trustee mayCommitment shall automatically terminate, or if so requested in writing by Holders of Notes representing at least a majority of and the Outstanding Amount of the Notes of the Controlling Class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes Indebtedness shall become immediately due and payable without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or other formalities of any kind, all of which are hereby expressly waived by B▇▇▇▇▇▇▇. Subject to the rights, powers and prerogatives of the relevant Agency under its Acknowledgment Agreement and Agency Guidelines, if any Event of Default shall occur and be continuing, Bank may exercise all rights and remedies available to it in Law or in equity, under the Loan Documents, or otherwise, including without limitation: (a) in its discretion, to demand, sue for, collect or receive and receipt for (in its own name, in the name of Borrower or otherwise) any money or property at parany time payable or receivable on account of any of the Collateral, together with accrued interest thereon in consideration of its transfer or in exchange for it; (b) direct, and to take any and all other amounts payable hereundersteps necessary to cause, without any declaration or other act on the part Servicer of any of the Trustee Collateral to pay over directly to Bank for the account of Borrower (instead of to Borrower or any Holder other Person) all sums from time to time due to Borrower and to take any and all other actions that Borrower or Bank has the right to take under Borrower’s contract with such Servicer; (c) direct Borrower to pay over to Bank all sums from time to time due Borrower under or in respect of the NotesCollateral, including any and all fees and other compensation under the Servicing Agreements for servicing the Serviced Loans and all amounts paid to or collectable by Borrower in connection with the Pledged Servicing Rights, whether paid to Borrower or withheld or recovered by Borrower from collections and realizations on such Mortgage Loans or any other source, and to take any and all other actions that, subject to any restrictions imposed by the relevant Servicing Agreement for the benefit of the party to it on whose behalf the Mortgage Loans are being serviced (to the extent that such restrictions are valid and enforceable under the applicable Code and other Laws), Borrower or Bank has the right to take under that Servicing Agreement, and if Bank does so request, then Borrower shall diligently and continuously thereafter comply with such request. Payments on the Notes upon a declaration of acceleration of maturity All amounts so received and collected by Bank pursuant to this Section 10.1 shall be made applied in accordance with the same order and manner as is specified in Section 2.07(c).10.2.1; (bd) At foreclose upon or otherwise enforce its security interest in and Lien on the Collateral, or on such portions or elements of the Collateral as Bank shall elect to proceed against from time to time, in each case by any time after a declaration lawful means; (e) at Bank’s option and in its sole discretion, to notify any or all Makers obligated under any or all items of acceleration of maturity Collateral, that the Collateral has been assigned to Bank and that all payments thereon are to be made and before a judgment directly to Bank or decree for payment such other Person as may be designated by the Bank; settle, compromise, or release, in whole or in part, any amounts owing on the Collateral or any portion of the amount due has been obtained Collateral, on terms acceptable to Bank; enforce payment and performance and prosecute any action or proceeding with respect to any and all Collateral; and where any such Collateral is in default, foreclose on and enforce Liens or security interests in, such Collateral by any lawful judicial procedure or without judicial process and sell property acquired as a result of any such foreclosure; (f) subject in all respects to any applicable Agency Guidelines, act, or contract with one or more third Persons to act, as Servicer of each item of Collateral requiring servicing and perform all obligations required in connection with any Servicing Agreements to which Borrower is a party, and Borrower hereby agrees to pay such third Persons’ fees and any such amounts unpaid by Borrower may constitute Indebtedness; (g) as a matter of right and without notice to Borrower or anyone claiming under Borrower, and without regard to the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority then value of the Outstanding Amount Collateral or the interest of Borrower therein, to apply to any court having jurisdiction to appoint a receiver or receivers of the Notes Collateral, and Borrower hereby irrevocably consents to such appointment and waives notice of any application therefor. Any such receiver or receivers shall have all the usual powers and duties of receivers in like or similar cases and all the powers and duties of Bank in case of entry as provided herein and shall continue as such and exercise all such powers until the date of the Controlling Class, by written notice to sale of the Issuer and the Trustee, may rescind and annul Collateral unless such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurredreceivership is sooner terminated; and (h) lawfully exercise all rights and remedies of a secured creditor under the Code, including selling the interests of Borrower in the Collateral at public or private sale conducted in accordance with applicable Law. Bank shall give Borrower not less than ten (10) days’ written notice of any such public sale or of the date after which private sale may be held. B▇▇▇▇▇▇▇ agrees that ten (10) days’ written notice shall be reasonable notice. At any such sale any or all sums of the Collateral may be sold as an entirety or in separate parts, as Bank may determine in its sole discretion. Bank may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. Bank is authorized at any such sale, if Bank deems it advisable so to do, to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or resale of any of the Collateral. Borrower specifically agrees that any such sale, whether public or private, of any Collateral pursuant to the commitment of any investor to purchase such Collateral that was obtained by (or with the approval of) Borrower will be commercially reasonable, and if such sale is for the price provided for in such commitment, then such sale shall be held to be for value reasonably equivalent to the value of the Collateral so sold. Upon any such sale, Bank shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption, stay or appraisal which Borrower has or may have under any rule of law or statute now existing or hereafter adopted. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Bank until the selling price is paid or advanced by the Trustee hereunder purchaser, but Bank shall not incur any liability in case of such purchaser’s failure to take up and pay for the reasonable compensationCollateral so sold and, expensesin case of any such failure, disbursements and advances such Collateral may again be sold upon like notice. Nothing in this Agreement or the other Loan Documents shall be construed as Borrower’s waiver of, or agreement to waive, any requirement imposed by applicable Law that any sale of the Trustee and its agents and counsel and other amounts due and owing Collateral be commercially reasonable. Notwithstanding anything set forth herein or in this Article 10, the exercise of Bank’s rights under this Loan Documents shall be subject to those rights of Closing Date Investor under the Trustee pursuant ESS Subordination Agreement to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretowhich it is a party.

Rights Upon Event of Default. (a) If an Upon the occurrence and during the continuance of any Event of Default shall have occurred and be continuingDefault, Lender shall, in addition to all other remedies conferred upon Lender at law or in equity or by the terms of the Note, the Trustee mayMortgage and the other Loan Documents, have the right, but not the obligation, to pursue any one or if so requested in writing by Holders of Notes representing at least a majority more of the Outstanding Amount of following remedies, concurrently or successively, it being the Notes of the Controlling Class, upon prior written notice to each Rating Agency, intent hereof that all such remedies shall declare by written notice be cumulative and that no such remedy shall be to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event exclusion of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences ifother: (i) take any action which, in Lender's sole judgment, is necessary or appropriate to effect observance and performance of the Issuer has paid covenants, agreements and obligations (under this Agreement and the other Loan Documents) of Borrower or deposited with any other Person providing Collateral pursuant to, or obligated to perform any of the Trustee a sum sufficient to pay:terms and provisions of, this Agreement or the other Loan Documents (each, an "Obligated Party"); (Aii) all payments declare the Note to be immediately due and payable; (iii) use and apply any monies deposited in or credited to, as the case may be, the Tax and Insurance Escrow Subaccount, the Clearing Account, the Cash Collateral Account or any other monies deposited by Borrower with Lender, regardless of principal of and interest on all Notes and all other amounts that would then be due hereunder the purpose for which the same were deposited, to cure any Default or upon such Notes if the Event of Default giving rise Default, or to apply such acceleration had not occurred; and (B) all sums paid monies on account of any indebtedness under this Agreement or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances any of the Trustee and its agents and counsel and other amounts Loan Documents which is due and owing to Lender, or to operate the Trustee pursuant to Section 6.07; andPremises, or for any other purposes described herein or in any other Loan Document; (iiiv) all Events institute an action, suit or proceeding at law or in equity for the specific performance of Defaultany covenant, condition or agreement contained herein or in the Mortgage, Note or any other than the nonpayment Loan Document, or in aid of the principal execution of any power granted hereunder or for the Notes that has become due solely enforcement of any other appropriate legal or equitable remedy; and/or (v) setoff against the obligations to Lender of Borrower or any other Obligated Party, any sum owed by Lender or any Affiliate of Lender in any capacity to Borrower or such accelerationother Obligated Party, have been cured or waived as provided any property of any of them in Section 5.13. No such rescission shall affect the possession of Lender or any subsequent default or impair any right consequent theretoAffiliate of Lender.

Rights Upon Event of Default. (a) [RESERVED]. (b) If an Event of Default shall have occurred and be continuing, the Indenture Trustee may, or and shall if so requested in writing by Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Majority Controlling ClassNoteholders, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes becomeentire principal amount of the Notes, whereupon they shall becometogether with interest accrued, become immediately due and payable at parpayable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraphthereon, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c)payable. (bc) If an Event of Default occurs and the Notes have been accelerated, the Indenture Trustee may exercise any of the remedies specified in Section 5.04(a) hereof. Payments following acceleration of any Notes shall be applied by the Indenture Trustee pursuant to Section 8.05(g) hereof. (d) [RESERVED]. (e) At any time after a 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 ArticleArticle V provided, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Majority Controlling ClassNoteholders, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration 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 on the Notes and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred, which funds shall be deposited into the Collection Account; and (B) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee and its agents and counsel and other amounts due and owing to counsel, which funds shall be deposited into the Trustee pursuant to Section 6.07; andCollection Account. (ii) all Events of Default, other than the nonpayment of the interest on or the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.135.13 hereof. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) So long as no Insurer Default has occurred and is continuing, if an Event of Default shall have occurred and be continuing, then the Insurer shall have the right, but not the obligation, to declare by written notice to the Issuer, the Indenture Trustee and each Rating Agency that the Notes become immediately due and payable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon, shall become immediately due and payable. The Indenture Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, so long as no Insurer Default has occurred and is continuing, the Indenture Trustee shall continue to make claims under the Policy with respect to the Notes. (b) If an Insurer Default shall have occurred and be continuing and an Event of Default shall have occurred and be continuing, the Indenture Trustee mayshall, or if so requested in writing by Holders of Notes representing at least a majority 66 2/3% of the aggregate Outstanding Amount of the Notes of the Controlling Notes, acting together as a single Class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that all the Notes become, whereupon they shall become, become immediately due and payable at parpayable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraphthereon, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at parpayable. (c) Following any Event of Default, together with the Insurer may elect to pay all or any portion of the outstanding amount of the Notes, plus accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments date of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretopayment.

Rights Upon Event of Default. (a) So long as the Insurer is the Controlling Party, if an Event of Default shall have occurred and is continuing, then the Insurer shall have the right, but not the obligation, upon prior written notice to each Rating Agency, to declare by written notice to the Issuer, the Servicer and the Indenture Trustee that the entire principal amount of the Class A Notes, together with interest accrued on the Class A Notes and Class I Notes, become immediately due and payable, and upon any such declaration the unpaid principal amount of the Class A Notes, together with accrued and unpaid interest on the Class A and Class I Notes, shall become immediately due and payable. The Indenture Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Indenture Trustee shall continue to make claims under the Policy with respect to the Notes. (b) If the Insurer is no longer the Controlling Party, and an Event of Default shall have occurred and be continuing, the Indenture Trustee mayshall, or if so requested in writing by Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling ClassMajority Noteholders, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the entire principal amount of the Class A Notes, together with interest accrued on the Class A Notes becomeand Class I Notes, whereupon they shall become, become immediately due and payable at parpayable, and upon any such declaration the unpaid principal amount of the Class A Notes, together with accrued and unpaid interest thereon on the Class A and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraphClass I Notes, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c)payable. (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Trustee may, or if so requested in writing by Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(ivsubparagraphs 7.1(f), 7.1(g)(i), 7.1(g)(ii), 7.1(g)(iii), 7.1(g)(iv) or (v7.1(g)(v) shall occur occur, the Banks’ obligations to make Extensions of Credit hereunder shall immediately terminate and be continuing any Loan or Loans (with accrued interest thereon) and all other amounts owing under this Agreement, all Drafts, all drafts accepted in connection with a Bid Banker’s Acceptance and the Notes shall immediately become due and payable. If any other Event of Default shall occur, upon receiving written direction to such effect from the Required Banks, the Administrative Agent shall (i) by notice of default to the Company, declare the Banks’ obligations hereunder terminated forthwith, whereupon such obligations shall terminate, and/or (ii) by notice of default to the Company, declare any Loan or Loans, all Drafts, all drafts accepted in connection with a Bid Banker’s Acceptance and all amounts owing hereunder and under the Notes to be due and payable forthwith, whereupon the same shall become immediately due and payable at parpayable. Except as expressly provided above in this subsection, together with accrued interest thereon presentment, demand, protest and all other amounts payable hereundernotices of any kind, without any declaration notwithstanding anything herein or other act on in the part Notes contained, are hereby expressly waived. Whenever the maturity of the Trustee Loan Documents shall have been accelerated or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity declared accelerated pursuant to the provisions of this Section shall be made subsection 7.2, the Companies will promptly deposit with the Administrative Agent funds in an amount equal to the aggregate face amount of all Acceptances and Bid Banker’s Acceptances in accordance with Section 2.07(c).subsection 2.7 hereof. If the Banks’ obligations to make Extensions or Credit shall have been terminated or the obligations of the Companies under this Agreement and all of the Loan Documents shall have been declared due and payable pursuant to the provisions of this subsection 7.2, the Banks agree, by and among themselves, that any funds received after such termination from or on behalf of the Companies by the Administrative Agent, the Agent or any of the Banks (except funds received by any Bank as a result of a purchase pursuant to the provisions of subsection 9.13 hereof) shall be remitted to the Administrative Agent if received by any Bank and applied by the Administrative Agent in the following manner and order: (a) first, to reimburse the Administrative Agent and the Banks for any expenses due from the Companies pursuant to the provisions of subsection 9.6 hereof; (b) At second, to the payment to the Administrative Agent, of the outstanding principal balance of, and accrued but unpaid interest on, any time after a declaration outstanding Swing-Line Loans; (c) third, to make the deposit of acceleration funds required by the last sentence of maturity has been made the first paragraph of this subsection 7.2, in accordance with subsection 2.7 hereof, and before a judgment or decree for to the payment of the amount due has been obtained by the Trustee as hereinafter provided in this Articleand all outstanding matured Drafts not paid from funds deposited under subsection 2.7; (d) fourth, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer payment to each Bank of accrued and unpaid interest on the Trusteeoutstanding Loans, may rescind facility fees, Bid Banker’s Acceptance fees and annul Bid Loan fees, ratably in the proportion which the aggregate accrued and unpaid interest on the outstanding Loans, facility fees, Bid Banker’s Acceptance fees and Bid Loan fees payable to such declaration Bank bears to the aggregate accrued and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and unpaid interest on all Notes outstanding Loans, facility fees, Bid Banker’s Acceptance fees and Bid Loan fees payable to any and all other of the Banks; (e) fifth, to the payment to each Bank of the outstanding unpaid principal balance of the Loans and, without duplication, the face amount of any outstanding Bid Banker’s Acceptances and any outstanding unpaid principal balance of the amounts that would then be due hereunder or upon payable with respect to Bid Banker’s Acceptances, ratably in accordance with the proportion which the Outstandings payable to each Bank have to the Total Outstandings, in such Notes if order as the Event of Default giving rise to such acceleration had not occurredAdministrative Agent in its sole discretion may determine; and (Bf) all sums paid or advanced by sixth, to the Trustee hereunder payment to each Bank and the reasonable compensation, expenses, disbursements and advances Administrative Agent of any other amount owing under this Agreement or any of the Trustee and its agents and counsel and other amounts Loan Documents. If the Obligations of the Companies under all of the Loan Documents shall have become, or been declared to be, due and owing payable pursuant to the Trustee pursuant to Section 6.07; provisions of this subsection 7.2, the Administrative Agent may, and , upon (iia) all Events of Default, other than the nonpayment direction of the principal Required Banks and (b) the providing by all of the Notes that has become due solely Banks to the Administrative Agent of an indemnity in form and substance satisfactory to the Administrative Agent against all expenses and liabilities, shall, proceed to enforce the rights of the holders of the Loan Documents, the amounts payable with respect to Acceptances and Bid Banker’s Acceptances by suit in equity, action at law and/or other appropriate proceedings, whether for payment or the specific performance of any covenant or agreement contained in this Agreement or the Loan Documents. The Administrative Agent shall be justified in failing or refusing to take any action hereunder unless it shall be indemnified to its satisfaction by each of the Banks in its respective Pro Rata Share against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretoaction.

Rights Upon Event of Default. Upon the occurrence of any Event of Default, the Mortgagee, immediately and without additional notice and without liability therefor to the Mortgagor, except for willful misconduct, may, in accordance with, and subject to, the terms and conditions of the Indenture, do or cause to be done any or all of the following: (a) If take physical possession of the Premises; (b) exercise its right to collect the Rents and Profits; (c) enter into contracts for the repair and maintenance of the Improvements thereon; (d) expend Loan funds and any Rents and Profits for payment of any taxes, insurance premiums, assessments and charges for repair and maintenance of the Improvements, preservation of the lien of this Security Instrument and satisfaction and fulfillment of any liabilities or obligations of the Mortgagor arising out of or in any way connected with the use, repair or maintenance of Improvements on the Premises whether or not such liabilities and obligations in any way affect, or may affect, the lien of this Security Instrument; (e) enter into leases demising the Premises or any part thereof, pay any leasing commissions in connection therewith, and make arrangements with tenants with respect to tenant improvements, moving costs, and other concessions, all as the Mortgagee may elect in its sole and absolute discretion; (f) take any steps to protect and enforce the specific performance of any covenant, condition or agreement in the Notes, this Security Instrument, the Indenture, or the other Loan Documents, or to aid in the execution of any power herein granted; (g) take such steps to protect and enforce the specific performance of any covenant, condition or agreement as to the Intangible Personalty; and (h) generally, supervise, manage, and contract with reference to the Premises as if the Mortgagee were an equitable owner of the Premises, and upon such terms and conditions as the Mortgagee may elect in its sole and absolute discretion. Notwithstanding the occurrence of an Event of Default shall have occurred and be continuingor acceleration of the Loan, the Trustee mayMortgagee shall continue to have the right to pay money, whether or if so requested not Loan funds, for the purposes described in writing by Holders of Notes representing at least a majority the Indenture, and all such sums and interest thereon shall be secured hereby. The Mortgagor also agrees that any of the Outstanding Amount foregoing rights and remedies of the Notes Mortgagee may be exercised at any time independently of the Controlling Classexercise of any other such rights and remedies, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, Mortgagee may rescind continue to exercise any or all such rights and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes if remedies until the Event of Default giving rise to such acceleration had not occurred; and (B) all sums paid is cured or advanced by the Trustee hereunder until foreclosure and the reasonable compensation, expenses, disbursements and advances conveyance of the Trustee and its agents and counsel and other amounts due and owing Premises to the Trustee pursuant to Section 6.07; and (ii) all Events of Default, other than high bidder or until the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured Loan is otherwise satisfied or waived as provided paid in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretofull.

Rights Upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Trustee may, or if so requested in writing by Holders of Notes representing at least a majority of the aggregate Outstanding Amount of the Notes of the Controlling ClassAmount, voting together as a single class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunderthereon. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling ClassAmount, voting together as a single class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if:. (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Trustee may, or if so requested in writing by Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, upon prior written notice to each Rating Agency, shall may declare by written notice to the Issuer that the Notes become, whereupon they shall become, to be immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunderthereon. Notwithstanding anything to the contrary in this paragraph, if If an Event of Default specified in pursuant to Section 5.01(iv5.1(a)(v) or (v) shall occur hereof has occurred and be continuing is continuing, the Notes shall become immediately due and payable at parpayable. In addition, together with accrued interest thereon if an Event of Default shall have occurred and all other amounts payable hereunderbe continuing, without the Noteholders may exercise any declaration or other act on the part of the Trustee or any Holder of the Notesremedies specified in Section 5.4. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a 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 Trustee as hereinafter provided in this ArticleArticle V provided, the Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Classmay, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) if the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (Ai) all payments of principal of and interest on all the Notes and all other amounts that would then be due hereunder or upon such Notes the Note if the Event of Default giving rise to such acceleration had not occurred; and (Bii) 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 other amounts due and owing to the Trustee pursuant to Section 6.07counsel; and (iiiii) 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) So long as no Insurer Default has occurred and is continuing, if an Event of Default shall have occurred and be continuing, then the Insurer shall have the right, but not the obligation, upon prior written notice to each Rating Agency, to declare by written notice to the Issuer and the Indenture Trustee that the Notes become immediately due and payable, and upon any such declaration (i) the unpaid principal amount of the Class A Notes, together with accrued and unpaid interest thereon and (ii) the Imputed Principal Balance of the Class I Notes, together with accrued and unpaid interest on the Notional Principal Amount of the Class I Notes, shall become immediately due and payable. The Indenture Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Indenture Trustee shall continue to make claims under the Policy with respect to the Notes and the Certificates. (b) If an Insurer Default shall have occurred and be continuing and an Event of Default shall have occurred and be continuing, the Indenture Trustee mayshall, or if so requested in writing by the Holders of Notes representing at least a majority 66 2/3% of the aggregate Outstanding Amount of the Notes of the Controlling Highest Priority Class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that all the Notes become, whereupon they shall become, become immediately due and payable at parpayable, and upon any such declaration (i) the unpaid principal amount of the Class A Notes, together with accrued and unpaid interest thereon thereon, and all other amounts due hereunder. Notwithstanding anything to (ii) the contrary in this paragraphImputed Principal Balance of the Class I Notes, if an Event together with accrued and unpaid interest on the Notional Principal Amount of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes Class I Notes, shall become immediately due and payable at parpayable. (c) Following any Event of Default, together with the Insurer may elect to pay all or any portion of the outstanding amount of the Notes, plus accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments date of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretopayment.

Rights Upon Event of Default. Upon the occurrence and during the continuance of any Event of Default, Lender shall, in addition to all other remedies conferred upon Lender at law or in equity or by the terms of the Note and the other Loan Documents, have the right, but not the obligation, to pursue any one or more of the following remedies, concurrently or successively, it being the intent hereof that all such remedies shall be cumulative and that no such remedy shall be to the exclusion of any other: (a) If an Event take any action which, in Lender's sole judgment, is necessary or appropriate to effect observance and performance of Default shall have occurred the covenants, agreements and be continuing, obligations (under this Agreement and the Trustee mayother Loan Documents) of Borrower or any other Person providing Collateral pursuant to, or if so requested in writing by Holders of Notes representing at least a majority obligated to perform any of the Outstanding Amount terms and provisions of, this Agreement or the other Loan Documents (each, an "Obligated Party"); (b) take any action which, in Lender's sole judgment, is necessary or appropriate to effect observance and performance of the Notes of covenants, agreements and obligations under this Agreement and the Controlling Class, upon prior written notice other Loan Documents; (c) declare the Note to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, be immediately due and payable at parpayable; provided, together with accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to however, that upon the contrary in this paragraph, if an Event occurrence of Default any event specified in Section 5.01(iv) 6.1.12 or (v) Section 6.1.13 hereof, the Note shall occur and be continuing the Notes shall automatically become immediately due and payable at parpayable, together with accrued interest thereon both as to principal and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing thereunder, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein or in the Note to the Trustee pursuant to Section 6.07; andcontrary; (iid) use and apply any and all Events monies deposited by Borrower with Lender, regardless of the purpose for which the same were deposited, to cure any Default or Event of Default, or to apply such monies on account of any Obligations in such manner or order of priority as Lender may determine in its sole and absolute discretion or for any other than the nonpayment purposes described herein or in any other Loan Document; (e) take such actions as Lender shall deem necessary to realize upon any or all of the principal Collateral, including, without limitation, the institution of foreclosure actions and/or Uniform Commercial Code sales; (f) institute one or more actions, suits or proceedings at law or in equity for the Notes that has become due solely specific performance of any covenant, condition or agreement contained herein or in the Note or any other Loan Document or for the enforcement of any other appropriate legal or equitable remedy; and/or (g) setoff against the obligations to Lender of Borrower or any other Obligated Party, any sum owed by Lender or any Affiliate of Lender in any capacity to Borrower or such accelerationother Obligated Party, have been cured or waived as provided any property of any of them in Section 5.13. No such rescission shall affect the possession of Lender or any subsequent default or impair any right consequent theretoAffiliate of Lender.

Rights Upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Trustee may, or if so requested in writing by Holders of Notes representing at least a majority of the aggregate Outstanding Amount of the Notes of the Controlling Amount, voting together as a single Class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunder; provided, however, that if an Event of Default specified in Section 5.01(i) shall have occurred and be continuing, the Notes may be declared immediately due and payable as a result of such Event of Default only upon a request in writing by Holders of Notes representing at least a 66 2/3% of the aggregate Outstanding Amount, voting together as a single Class. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Amount, voting together as a single Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Trustee mayTrustee, or if so requested in writing by Holders of Notes representing at least a majority of the Outstanding Amount of the Notes written direction of the Controlling Class, upon prior written notice to each Rating AgencyParty, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, have become immediately due and payable at parpayable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraphthereon, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at parpayable; provided, together with accrued interest thereon and all other amounts payable hereunderhowever, the occurrence of an Event of Default of the type described in clause (iv) of Section 5.1 shall, without any declaration or other act on further action by any Person, automatically result in the part Notes becoming immediately due and payable as of the Trustee or any Holder occurrence of the Notes. Payments on the Notes upon a declaration such Event of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c)Default. (b) At any time after a 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 Trustee as hereinafter provided in this ArticleArticle V, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling ClassParty, in their sole discretion, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07counsel; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) If So long as no Insurer Default has occurred and is continuing, if an Event of Default shall have occurred and be continuing, then the Trustee mayInsurer shall have the right, or if so requested in writing by Holders of Notes representing at least a majority of but not the Outstanding Amount of the Notes of the Controlling Classobligation, upon prior written notice to each Rating Agency, shall to declare by written notice to the Issuer and the Indenture Trustee that all, but not less than all of the Notes become, whereupon they shall become, become immediately due and payable at parpayable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon thereon, shall become immediately due and all other amounts due hereunderpayable. Notwithstanding anything The failure to pay principal on a class of Notes will not result in the contrary occurrence of an Indenture Event of Default until the Final Scheduled Distribution Date of such class of Notes. The Insurer may not, however, cause the Indenture Trustee to liquidate the Collateral, in this paragraphwhole or in part, if the proceeds of such liquidation would not be sufficient to pay all outstanding principal of, and accrued interest on, the Notes unless the Event of Default arose from a claim made on the Insurance Policy or from an Event of Default specified in Section 5.01(iv5.01(f) or (vg). The Indenture Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Indenture Trustee shall continue to make claims under the Insurance Policy with respect to the Notes. (b) If an Insurer Default shall occur have occurred and be continuing and an Event of Default specified in Section 5.01(b), (c), (d), (e), (f) or (g) shall have occurred and be continuing, the Indenture Trustee shall, if so requested in writing by the Holders of Notes representing at least 66 2/3% of the aggregate Outstanding Principal Amount of the Notes, declare that the Notes become immediately due and payable, and upon any such declaration the unpaid Outstanding Principal Amount of the Notes, together with accrued and unpaid interest thereon, shall become immediately due and payable payable. (c) Following any Event of Default, the Insurer, at parits sole option, together with may elect to pay all or any portion of the Outstanding Principal Amount of the Notes, plus accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on to the part date of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c)payment. (bd) At any time after a 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 ArticleArticle V, either the Insurer (so long as an Insurer Default has not occurred and is continuing) or the Holders of the Notes representing a majority of the Outstanding Principal Amount of the Notes of the Controlling Class(if an Insurer Default has occurred and is continuing), by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration 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 all Notes and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (B) all sums paid or advanced remitted by the Indenture Trustee or advanced, together with interest thereon, by the Insurer hereunder or by the Insurer under the Insurance Policy, plus all amounts due to the Insurer under the Basic Documents and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, the Owner Trustee and the Insurer and its agents and counsel and other amounts due and owing to the Trustee pursuant to Section 6.07counsel; and (ii) all All Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, Default have been cured or waived as provided in Section 5.135.12. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) If 5.1.1. Unless an Event of Default shall have occurred and be continuing, continuing and the Trustee may, or if so requested in writing by Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, upon prior written notice to each Rating Agency, Pledgee shall declare by have given written notice to the Issuer that Pledgor of the Notes becomePledgee’s intent to exercise its corresponding rights pursuant to Section 5.1.2, whereupon they the Pledgor shall becomebe permitted to receive all cash dividends paid in respect of the Pledged LLC Interests and , immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary except as otherwise provided in this paragraphAgreement, if to exercise all voting and other rights of Pledgor as a member of Zion Solutions and holder of the Pledged LLC Interests at any meeting of members of Zion Solutions, in connection with any action or members by written consent, or otherwise. 5.1.2. If an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing and the Notes Pledgee shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on give notice of its intent to exercise such rights to the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section Pledgor (provided that no such notice shall be made in accordance required if at such time a Bankruptcy Event has occurred and is continuing with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice respect to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: Pledgor): (i) the Issuer has paid or deposited with Pledgee shall have the Trustee a sum sufficient right to pay: (A) all payments of principal of and interest on all Notes receive any and all cash dividends, distributions, payments or other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (B) all sums Proceeds paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances in respect of the Trustee Pledged LLC Interests and its agents and counsel and other amounts due and owing make application thereof to the Trustee pursuant to Section 6.07Obligations in such order as the Pledgee may determine; and (ii) all Events of Default, other than at the nonpayment election of the principal Pledgee, any or all of the Notes Pledged LLC Interests shall be registered in the name of the Pledgee or its nominee; and (iii) the Pledgee or its nominee may exercise all voting, member and other rights pertaining to the Pledged LLC Interests at any meeting of the members of Zion Solutions, action by written consent, or otherwise; provided, however, that has become due solely in no event shall Pledgee take possession of or exercise control over the Pledged LLC Interests or any NRC licensed facility until first having received issuance of a license by NRC authorizing such acceleration, have been cured possession or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretoNRC’s prior written consent to the transfer of control of the existing NRC licenses.

Rights Upon Event of Default. (a) If So long as no Insurer Default has occurred and is continuing, if an Event of Default shall have occurred and be continuing, then the Trustee mayInsurer shall have the right, or if so requested in writing by Holders of Notes representing at least a majority of but not the Outstanding Amount of the Notes of the Controlling Classobligation, upon prior written notice to each Rating Agency, shall to declare by written notice to the Issuer and the Indenture Trustee that all, but not less than all of the Notes become, whereupon they shall become, become immediately due and payable at parpayable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon, shall become immediately due and payable. The failure to pay principal on a Class of Notes will not result in the occurrence of an Event of Default until the Final Scheduled Distribution Date of such Class of Notes. The Insurer may not, however, cause the Indenture Trustee to liquidate the Collateral, in whole or in part, if the proceeds of such liquidation would not be sufficient to pay the Outstanding Principal Amount, together with accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to thereon, unless the contrary in this paragraph, if Event of Default arose from a claim made on the Insurance Policy or from an Event of Default specified in Section 5.01(iv5.01(f) or (vg). The Indenture Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Indenture Trustee shall continue to make claims under the Insurance Policy with respect to the Notes. (b) If an Insurer Default shall occur have occurred and be continuing and an Event of Default specified in Section 5.01(b), (c), (d), (e), (f) or (g) shall have occurred and be continuing, the Indenture Trustee may, and shall, if so requested in writing by the Holders of Notes representing at least 66 2/3% of the aggregate Outstanding Principal Amount of the Notes, declare that the Notes become immediately due and payable, and upon any such declaration the unpaid Outstanding Principal Amount of the Notes, together with accrued and unpaid interest thereon, shall become immediately due and payable payable. (c) Following any Event of Default, the Insurer, at parits sole option, together with may elect to pay all or any portion of the Outstanding Principal Amount of the Notes, plus accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on to the part date of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c)payment. (bd) At any time after a 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 ArticleArticle V, either the Insurer (so long as an Insurer Default has not occurred and is continuing) or the Holders of the Notes representing a majority of the Outstanding Principal Amount of the Notes of the Controlling Class(if an Insurer Default has occurred and is continuing), by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration 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 all Notes and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (B) all sums paid or advanced by the Insurer, together with interest thereon, and remitted by the Indenture Trustee or the Insurer hereunder or by the Insurer under the Insurance Policy, plus all amounts due to the Insurer under the Basic Documents and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, the Owner Trustee and its the Insurer and their respective agents and counsel and other amounts due and owing to the Trustee pursuant to Section 6.07counsel; and (ii) all All Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, Default have been cured or waived as provided in Section 5.135.12. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Trustee may, or if so requested in writing by Holders of Notes representing and at least a majority the direction of the Outstanding Amount Note Purchaser and the Majority Noteholders shall, and with respect to an Event of Default pursuant to Section 5.1(a)(v) or (vi) hereof, the Trustee shall declare the Notes of the Controlling Class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, be immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunder(calculated for these purposes using the Default Applicable Margin). Notwithstanding anything to the contrary in this paragraphIn addition, if an Event of Default shall have occurred and be continuing, the Trustee may, and at the direction of the Note Purchaser and the Majority Noteholders shall, exercise any of the remedies specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the NotesSECTION 5.4. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a 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 Trustee as hereinafter provided in this ArticleArticle V provided, the Holders of Notes representing a majority of Note Purchaser and the Outstanding Amount of the Notes of the Controlling ClassMajority Noteholders may, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) if the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (Ai) all payments of principal of and interest (calculated for these purposes using the Default Applicable Margin) on the Notes, all Notes amounts due the Note Purchaser from the Issuer under the Basic Documents, and all other amounts that would then be due hereunder from the Issuer hereunder, upon the Notes or upon such Notes under the Basic Documents if the Event of Default giving rise to such acceleration had not occurred; and (Bii) 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 other amounts due and owing to the Trustee pursuant to Section 6.07counsel; and (iiiii) 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) So long as no Insurer Default shall have occurred and be continuing, if an Event of Default shall have occurred and be continuing, then the Insurer shall have the right, but not the obligation, upon prior written notice to each Rating Agency, to declare by written notice to the Issuer, the Servicer and the Indenture Trustee that the Notes become immediately due and payable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon, shall become immediately due and payable. The Indenture Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Indenture Trustee shall continue to make claims under the Policy with respect to the Notes. (b) If an Insurer Default shall have occurred and be continuing or the Policy shall have terminated in accordance with its terms, and an Event of Default shall have occurred and be continuing, the Indenture Trustee mayshall, or if so requested in writing by Holders of Notes the Noteholders representing at least a majority 66 2/3% of the Outstanding Amount of the Notes of the Controlling ClassNote Balances, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, become immediately due and payable at parpayable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraphthereon, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at parpayable. (c) Following any Event of Default, together with the Insurer may elect to prepay all or any portion of the outstanding amount of the Class A Notes and the Class B Notes, plus accrued interest thereon to the date of payment and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice subrogated to the Issuer and rights of such Noteholders; provided, however, that the Trustee, may rescind and annul such declaration and Insurer shall fulfill its consequences if: (i) obligations under the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretoPolicy.

Rights Upon Event of Default. (a) If So long as no Insurer Default has occurred and is continuing, if an Event of Default shall have occurred and be continuing, then the Trustee mayInsurer shall have the right, or if so requested in writing by Holders of Notes representing at least a majority of but not the Outstanding Amount of the Notes of the Controlling Classobligation, upon prior written notice to each Rating Agency, shall to declare by written notice to the Issuer and the Indenture Trustee that all, but not less than all of the Notes become, whereupon they shall become, become immediately due and payable at parpayable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon, shall become immediately due and payable. The failure to pay principal on a Class of Notes will not result in the occurrence of an Event of Default until the Final Scheduled Distribution Date for such Class of Notes. The Insurer may not, however, cause the Indenture Trustee to liquidate the Collateral, in whole or in part, if the proceeds of such liquidation would not be sufficient to pay the Outstanding Principal Amount of each Class of Notes, together with accrued and unpaid interest thereon and all other amounts due hereunder. Notwithstanding anything to at the contrary in this paragraphrespective Note Rates of each Class of Notes, if unless the Event of Default arose from a claim made on the Insurance Policy or from an Event of Default specified in Section 5.01(iv5.01(f) or (vg). The Indenture Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Indenture Trustee shall continue to make claims under the Insurance Policy with respect to the Notes. (b) If an Insurer Default shall occur have occurred and be continuing and an Event of Default specified in Section 5.01(b), (c), (d), (e), (f), (g), (h) or (i) shall have occurred and be continuing, the Indenture Trustee may, and shall, if so requested in writing by the Holders of Notes representing at least 662/3% of the aggregate Outstanding Principal Amount of the Notes, declare that the Notes become immediately due and payable, and upon any such declaration the unpaid Outstanding Principal Amount of the Notes, together with accrued and unpaid interest thereon, shall become immediately due and payable payable. (c) Following any Event of Default, the Insurer, at parits sole option, together with accrued interest thereon and may elect to pay all other amounts payable hereunder, without or any declaration or other act on the part portion of the Trustee or any Holder Outstanding Principal Amount of the Notes. Payments on , plus accrued and unpaid interest thereon to the Notes upon a declaration date of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c)payment. (bd) At any time after a 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 ArticleArticle V, either the Insurer (so long as an Insurer Default has not occurred and is continuing) or the Holders of the Notes representing a majority of the Outstanding Principal Amount of the Notes of the Controlling Class(if an Insurer Default has occurred and is continuing), by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration 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 all Notes and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (B) all sums paid or advanced by the Insurer, together with interest thereon, and remitted by the Indenture Trustee or the Insurer hereunder or by the Insurer under the Insurance Policy, plus all amounts due to the Insurer under the Basic Documents and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, the Owner Trustee and its the Insurer and their respective agents and counsel and other amounts due and owing to the Trustee pursuant to Section 6.07counsel; and (ii) all All Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, Default have been cured or waived as provided in Section 5.135.12. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. If an Event of Default or a Class A Funding Termination Event specified in clauses (ai) If through (iii) of the definition thereof shall have occurred and be continuing, the Trustee may, and at the direction of the Controlling Note Purchaser and the Majority Noteholders of the Highest Priority Class shall, and with respect to an Event of Default pursuant to Section 5.1(a)(v) hereof, the Trustee shall declare the Notes to be immediately due and payable at par, together with accrued interest thereon (calculated for these purposes using the applicable Default Applicable Margin). In addition, if an Event of Default shall have occurred and be continuing, the Trustee may, or if so requested in writing by Holders of Notes representing and at least a majority of the Outstanding Amount of the Notes direction of the Controlling ClassNote Purchaser and the Majority Noteholders of the Highest Priority Class shall, upon prior written notice to each Rating Agency, shall declare by written notice to exercise any of the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default remedies specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes5.4. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a 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 Trustee as hereinafter provided in this ArticleArticle V provided, the Holders of Notes representing a majority Controlling Note Purchaser and the Majority Noteholders of the Outstanding Amount of the Notes of the Controlling ClassHighest Priority Class may, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) if the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (Ai) all payments of principal of and interest (calculated for these purposes using the applicable Default Applicable Margin) on the Notes, all Notes amounts due to the Note Purchasers under the Basic Documents, and all other amounts that would then be due hereunder hereunder, upon the Notes or upon such Notes under the Basic Documents if the Event of Default giving rise to such acceleration had not occurred; and (Bii) 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 other amounts due and owing to the Trustee pursuant to Section 6.07counsel; and (iiiii) 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) If an Insurer Default shall not have occurred and be continuing and an Event of Default shall have occurred and be continuing, the Security Insurer may cause the Notes to become immediately due and payable at par, together with accrued interest thereon. If the Notes shall have been declared immediately due and payable following an Event of Default, the Controlling Party may exercise any of the remedies specified in Section 5.4(a). In the event of any acceleration of any Notes by operation of this Section 5.2, the Trustee shall continue to be entitled to make claims under the Note Policy pursuant to Section 5.18 hereof for Note Policy Claim Amount on the Notes. Payments under the Note Policy following acceleration of any Notes shall be applied by the Trustee: FIRST: to Noteholders for amounts due and unpaid on the Notes for interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for interest; and SECOND: to Noteholders for amounts due and unpaid on the Notes for principal, first to the Class A-1 Notes until the entire unpaid principal amount of the Class A-1 Notes shall have been paid in full, and then ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes. (b) In the event any Notes are accelerated due to an Event of Default, the Security Insurer shall have the right (in addition to its obligation to pay Note Policy Claim Amount on the Notes in accordance with the Note Policy), but not the obligation, to make payments under the Note Policy or otherwise of interest and principal (to the extent of the Principal Distributable Amount) due on such Notes, in whole or in part, on any date or dates following such acceleration as the Security Insurer, in its sole discretion, shall elect. (c) If an Insurer Default shall have occurred and be continuing and an Event of Default shall have occurred and be continuing, the Trustee in its discretion may, or if so requested in writing by Holders of holding Notes representing at least not less than a majority of the Outstanding Amount of the Notes of the Controlling ClassNotes, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c)thereon. (bd) At If an Insurer Default shall have occurred and be continuing, then at any time after a 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 Trustee as hereinafter provided in this ArticleArticle V provided, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling ClassNotes, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07counsel; 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 5.135.12. (e) Promptly after the Notes becoming immediately due and payable, the Trustee shall send notice of such event to the Rating Agencies. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Trustee may, or if so requested in writing by Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A1) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (B2) 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) If any Event of Default shall occur and be continuing, Bank may without notice to Borrower terminate this Agreement and declare the Loan and the Obligations or any part thereof to be immediately due and payable, and the same shall thereupon become immediately due and payable, without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or other formalities of any kind, all of which are hereby expressly waived by Borrower; provided, however, that upon the occurrence of an Event of Default under Section 8(f), this Agreement shall have occurred automatically terminate and be continuing, the Trustee may, or if so requested in writing by Holders of Notes representing at least a majority of Loan and the Outstanding Amount of the Notes of the Controlling Class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes Obligations shall become immediately due and payable without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or other formalities of any kind, all of which are hereby expressly waived by Borrower. If any Event of Default shall occur and be continuing, subject to the requirements of any applicable Acknowledgment Agreement, Bank may exercise all rights and remedies available to it in law or in equity, under the Loan Documents, or otherwise, including without limitation: (a) in its discretion, to demand, ▇▇▇ for, collect or receive and receipt for (in its own name, in the name of Borrower or otherwise) any money or property at parany time payable or receivable on account of any of the Collateral, together with accrued interest thereon in consideration of its transfer or in exchange for it; (b) direct, and to take any and all other amounts payable hereundersteps necessary to cause, without any declaration or other act on the part Servicer of any of the Trustee Collateral to pay over directly to Bank for the account of Borrower (instead of to Borrower or any Holder other Person) all sums from time to time due to Borrower and to take any and all other actions that Borrower or Bank has the right to take under Borrower’s contract with such Servicer; (c) direct Borrower to pay over to Bank all sums from time to time due Borrower under or in respect of the NotesCollateral, including any and all fees and other compensation under any Approved Servicing Agreements for servicing the Serviced Loans thereunder, whether paid to Borrower or withheld or recovered by Borrower from collections and realizations on Mortgage Loans under any Approved Servicing Agreement, and to take any and all other actions that, subject to any restrictions imposed by the relevant Approved Servicing Agreement for the benefit of the party to it on whose behalf the Mortgaged Loans thereunder are being serviced (to the extent that such restrictions are valid and enforceable under the UCC and all applicable laws, rules and regulations), Borrower or Bank has the right to take under that Approved Servicing Agreement, and if Bank does so request, then Borrower shall diligently and continuously thereafter comply with such request. Payments on the Notes upon a declaration of acceleration of maturity All amounts so received and collected by Bank pursuant to this Section 9(c) shall be made applied in accordance with the same order and manner as is specified in Section 2.07(c3(n).; (bd) At foreclose upon or otherwise enforce its security interest in and Lien on the Collateral, or on such portions or elements of the Collateral as Bank shall elect to proceed against from time to time; (e) at Bank’s option and in its sole discretion, to notify any time after a declaration or all Persons obligated under any or all items of acceleration of maturity Collateral, that the Collateral has been assigned to Bank and that all payments thereon are to be made and before a judgment directly to Bank or decree for payment such other Person as may be designated by Bank; to settle, compromise, or release, in whole or in part, any amounts owing on the Collateral or any portion of the amount due has been obtained Collateral, on terms acceptable to Bank; enforce payment and performance and prosecute any action or proceeding with respect to any and all Collateral; and where any such Collateral is in default, foreclose on and enforce Liens or security interests in, such Collateral by any available judicial procedure or without judicial process and sell property acquired as a result of any such foreclosure; (f) act, or contract with one or more third Persons to act, as Servicer under any Approved Servicing Agreement requiring servicing and perform all obligations required in connection with any Approved Servicing Agreements to which Borrower is a party, and Borrower hereby agrees to pay such third Persons’ fees to the Trustee as hereinafter provided extent (if any) that Bank is unable, despite reasonable efforts made by Bank in this Article, the Holders of Notes representing a majority light of the Outstanding Amount necessity that there be no material break in the continuity of servicing, to contract for such servicing and performance of such obligations for fees equal to or less than the fees under such Approved Servicing Agreements; (g) as a matter of right and without notice to Borrower or anyone claiming under Borrower, and without regard to the then value of the Notes Collateral or the interest of Borrower therein, to apply to any court having jurisdiction to appoint a receiver or receivers of the Controlling ClassCollateral, by written and Borrower hereby irrevocably consents to such appointment and waives notice to of any application therefor. Any such receiver or receivers shall have all the Issuer usual powers and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid duties of receivers in like or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes similar cases and all other amounts that would then be due hereunder or upon the powers and duties of Bank in case of entry as provided herein and shall continue as such Notes if and exercise all such powers until the Event date of Default giving rise to the sale of the Collateral unless such acceleration had not occurredreceivership is sooner terminated; and (Bh) exercise all sums rights and remedies of a secured creditor under the UCC, including selling the interests of Borrower in the Collateral at public or private sale. Bank shall give Borrower not less than 10 days’ notice of any such public sale or of the date after which private sale may be held. Borrower agrees that 10 days’ notice shall be reasonable notice. At any such sale any or all of the Collateral may be sold as an entirety or in separate parts, as Bank may determine in its sole discretion. Bank may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. Bank is authorized at any such sale, if Bank deems it advisable so to do, to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or resale of any of the Collateral. Borrower specifically agrees that any such sale, whether public or private, of any Collateral pursuant to the commitment of any investor to purchase such Collateral that was obtained by (or with the approval of) Borrower will be commercially reasonable, and if such sale is for the price provided for in such commitment, then such sale shall be held to be for value reasonably equivalent to the value of the Collateral so sold. Upon any such sale, Bank shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption, stay or appraisal which Borrower has or may have under any rule of law or statute now existing or hereafter adopted. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Bank until the selling price is paid or advanced by the Trustee hereunder purchaser, but Bank shall not incur any liability in case of such purchaser’s failure to take up and pay for the reasonable compensationCollateral so sold and, expensesin case of any such failure, disbursements and advances such Collateral may again be sold upon like notice. Nothing in this Agreement shall be construed as Borrower’s waiver of, or agreement to waive, any requirement imposed by applicable law that any sale of the Trustee Collateral be commercially reasonable. Borrower waives any right to require Bank to proceed against any third party, exhaust any Collateral or other security for the Obligations, or to have any third party joined with Borrower in any suit arising out of the Obligations or any of the Loan Documents, or pursue any other remedy available to Bank. Borrower further waives any and its agents all notice of acceptance of this Agreement. Borrower further waives any defense arising by reason of any disability or other defense of any third party or by reason of the cessation from any cause whatsoever of the liability of any third party. All rights available to Bank under the Loan Documents shall be cumulative of and counsel and in addition to all other amounts rights granted to Bank at Law or in equity, whether or not the Loan or the Obligations be due and owing payable or performance required and whether or not Bank shall have instituted any suit for collection, foreclosure, or other action under or in connection with the Loan Documents. Notwithstanding the foregoing, Bank’s rights as set forth in this Section 9 shall be subject in all respects to the Trustee pursuant to Section 6.07; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that limitations and restrictions set forth in any relevant Acknowledgment Agreement so long as such Acknowledgment Agreement has become due solely by such acceleration, have not been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretoterminated.

Rights Upon Event of Default. (a) So long as no Insurer Default shall have occurred and be continuing, if an Event of Default shall have occurred and be continuing, then the Insurer shall have the right, but not the obligation, upon prior written notice to each Rating Agency, to declare by written notice to the Issuer, the Servicer and the Indenture Trustee that the Notes become immediately due and payable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon, shall become immediately due and payable. The Indenture Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Indenture Trustee shall continue to make claims under the Policy with respect to the Notes. (b) If an Insurer Default shall have occurred and be continuing or the Policy shall have terminated in accordance with its terms, and an Event of Default shall have occurred and be continuing, the Indenture Trustee mayshall, or if so requested in writing by Holders of Notes the Noteholders representing at least a majority 66 2/3% of the Outstanding Amount of the Notes of the Controlling ClassNote Balances, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, become immediately due and payable at parpayable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraphthereon, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at parpayable. (c) Following any Event of Default, together with the Insurer may elect to prepay all or any portion of the outstanding amount of the Notes, plus accrued interest thereon to the date of payment and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice subrogated to the Issuer and rights of such Noteholders; provided, however, that the Trustee, may rescind and annul such declaration and Insurer shall fulfill its consequences if: (i) obligations under the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon 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 other amounts due and owing to the Trustee pursuant to Section 6.07; 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 5.13. No such rescission shall affect any subsequent default or impair any right consequent theretoPolicy.