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

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or the Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each case, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or the Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, Securities may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer Issuing Entity (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseSecurities, by written notice to the Issuer Issuing Entity and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or the Holders of at least a majority Notes representing not less than 50% of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, Securities may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer Issuing Entity (and to the Indenture Trustee if given by Noteholders)) and the Indenture Trustee shall give prompt written notice thereof to the Swap Counterparty, if any, and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority 50% of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseSecurities, by written notice to the Issuer Issuing Entity and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should shall occur and be continuing, then and in every such case the Indenture Trustee Trustee, acting at the direction of the Enhancer or the Holders Noteholders of at least Notes representing not less than a majority of the Outstanding Amount aggregate Note Balance of the Notes of Notes, with the Controlling Class, acting together as a single Class, may, without the written consent of the CertificateholderEnhancer (so long as no Enhancer Default exists), may declare all the Notes to be immediately due and payable, payable by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), ; and upon any such declaration declaration, the unpaid principal amount of such the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity with respect to an Event of Default has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V providedV, the Holders Enhancer or the Noteholders of Notes representing at least a majority of the Outstanding Amount aggregate Note Balance of the Notes of Notes, with the Controlling Class, acting together as a single Class, without the written consent of the Certificateholder, in each caseEnhancer, by written notice to the Issuer and the Indenture Trustee, may in writing waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or shall, at the written direction of the Holders of at least Notes representing not less than a majority of the Outstanding Amount aggregate Note Balance of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the CertificateholderNotes, declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee and the Securities Administrator if such notice is given by the Noteholders), and upon any such declaration the unpaid principal amount of such Notesaggregate Note Balance, together with accrued and unpaid interest thereon through the date of acceleration, acceleration shall become immediately due and payable. At any time after such declaration of acceleration of maturity with respect to an Event of Default has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee Securities Administrator as hereinafter in this Article V provided, the Holders of the Notes representing at least not less than a majority of the Outstanding Amount aggregate Note Balance of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer Issuer, the Indenture Trustee and the Indenture TrusteeSecurities Administrator, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should shall occur and be continuingcontinuing (other than an Event of Default pursuant to Section 5.1(f) or (g) with respect to the Company), then and in every such case the Indenture Trustee or the Holders of at least a majority of the Outstanding Amount not less than 25% in aggregate principal amount of the Notes then Outstanding may, and the Trustee at the request of the Controlling Class, acting together as a single Class, may, without the consent Holders of not less than 25% in aggregate principal amount of the CertificateholderNotes then Outstanding shall, declare all unpaid principal of, premium, if any, and accrued interest on all the Notes to be immediately due and payablepayable immediately, by a notice in writing to the Issuer Company (and to the Indenture Trustee if given by Noteholdersthe Holders of the Notes). If an Event of Default pursuant to Section 5.1(f) or (g) shall occur and be continuing, all unpaid principal of, premium, if any, and upon accrued interest on all the Notes shall be due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. Thereupon such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable, and the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceeding. At any time after such declaration of acceleration of maturity has been made and occurred but before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V providedTrustee, the Holders of Notes representing at least a majority of the Outstanding Amount in aggregate principal amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseOutstanding, by written notice to the Issuer Company and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or may, and upon the request of the Holders of at least Notes representing not less than a majority of the Outstanding Amount Note Balances of all Notes, the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the CertificateholderIndenture Trustee shall, declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such each class of Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity with respect to an Event of Default has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority of the Outstanding Amount Note Balances of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseall Notes, by written notice to the Issuer and the Indenture Trustee, Trustee may in writing waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or at the written direction of the Holders of at least Notes representing not less than a majority of the Outstanding Amount aggregate Note Principal Balance of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if such notice is given by Noteholders), and upon any such declaration the unpaid principal amount Note Principal Balance of such the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity with respect to an Event of Default has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of the Notes representing at least not less than a majority of the Outstanding Amount aggregate Note Principal Balance of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer and the Indenture Trustee, may may, subject to Section 5.12, waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default under clause (vii) of Section 5.01) should occur and be continuingcontinuing with respect to any Series, then and in every such case the Indenture Trustee or the Holders of at least Notes representing not less than a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, all Series may declare all the Notes to be immediately due and payable, by a notice in writing to the Note Issuer (and to the Indenture Trustee if given by NoteholdersHolders), and upon any such declaration the unpaid principal amount of such Notesthe Notes of all Series, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseall Series, by written notice to the Note Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or at the written direction of the Holders of at least Notes representing not less than a majority of the Outstanding Amount aggregate Note Principal Balance of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if such notice is given by Noteholders), and upon any such declaration the unpaid principal amount Note Principal Balance of such the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity with respect to an Event of Default has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of the Notes representing at least not less than a majority of the Outstanding Amount aggregate Note Principal Balance of the Notes each Class of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer and the Indenture Trustee, may may, subject to Section 5.12, waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuingcontinuing with respect to any Series, then and in every such case the Indenture Note Trustee or the Holders of at least Notes representing not less than a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, all Series may declare all the Notes to be immediately due and payable, by a notice in writing to the Note Issuer (and to the Indenture Note Trustee if given by NoteholdersNote holders), and upon any such declaration the unpaid principal amount of such Notesthe Notes of all Series, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Note Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseall Series, by written notice to the Note Issuer and the Indenture Note Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or at the written direction of the Holders of at least Notes representing not less than a majority of the Outstanding Amount aggregate Note Principal Balance of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if such notice is given by Noteholders), and upon any such declaration the unpaid principal amount Note Principal Balance of such the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity with respect to an Event of Default has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of the Notes representing at least not less than a majority of the Outstanding Amount aggregate Note Principal Balance of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer and the Indenture Trustee, may may, subject to Section 5.12, waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or the Holders of at least a majority 51% of the Outstanding Amount of the Class A Notes of the Controlling Class, acting together as a single ClassClass (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates), may, without the consent of the Certificateholder, declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Class A Notes representing at least a majority 51% of the Outstanding Amount of the Class A Notes (excluding for such purposes the outstanding principal amount of the Controlling Classany Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates), acting together as a single Class, without the consent of the Certificateholder, in each case, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If -------------------------------------------------- an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or the Holders Noteholders of at least Notes representing not less than a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable, subject, however, to the last paragraph of Section 2.7C of the Administration Agreement and to Section 5.4 of this Indenture. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders Noteholders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee Trustee, at the direction of the Insurer or upon the prior written direction of the Holders of at least Notes representing not less than a majority of the Outstanding Amount of the Notes of Notes, with the Controlling Class, acting together as a single Class, may, without the written consent of the CertificateholderInsurer, may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Insurer or the Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of Notes, with the Controlling Class, acting together as a single Class, without the written consent of the Certificateholder, in each caseInsurer, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should (other than an Event of Default specified in Sections 6.01(h) and (i)) shall occur and be continuing, then and in every such case the Indenture Trustee or the Holders of at least a majority of the Outstanding Amount not less than 25% in aggregate principal amount of the Notes then outstanding may, and the Trustee at the request of the Controlling Class, acting together as a single Class, may, without the consent Holders of not less than 25% in aggregate principal amount of the CertificateholderNotes then outstanding shall, declare all unpaid principal of, premium, if any, and accrued interest on all the Notes to be immediately due and payablepayable immediately, by a notice in writing to the Issuer Company (and to the Indenture Trustee if given by Noteholdersthe Holders of the Notes). If an Event of Default specified in clause (h) or (i) of Section 6.01 occurs and is continuing, then all the Notes shall ipso facto become and upon any such declaration be immediately due and payable, in an amount equal to the unpaid principal amount of such the Notes, together with accrued and unpaid interest thereon through interest, if any, to the date of acceleration, shall the Notes become immediately due and payable, without any declaration or other act on the part of the Trustee or any Holder. At any time after such declaration of acceleration of maturity has been made and but before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority of the Outstanding Amount in aggregate principal amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseoutstanding, by written notice to the Issuer Company and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should shall occur and be continuing, then and in every such case the Indenture Trustee Trustee, acting at the direction of the Enhancer or the Holders Noteholders of at least Notes representing not less than a majority of the Outstanding Amount aggregate Voting Rights of the Notes of Notes, with the Controlling Class, acting together as a single Class, may, without the written consent of the CertificateholderEnhancer, may declare all the Notes to be immediately due and payable, payable by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), ; and upon any such declaration declaration, the unpaid principal amount of such the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity with respect to an Event of Default has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V providedV, the Holders Enhancer or the Noteholders of Notes representing at least a majority of the Outstanding Amount aggregate Voting Rights of the Notes of Notes, with the Controlling Class, acting together as a single Class, without the written consent of the Certificateholder, in each caseEnhancer, by written notice to the Issuer and the Indenture Trustee, may in writing waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or the Holders of at least a majority Notes representing not less than 50% of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, Securities may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer Issuing Entity (and to the Indenture Trustee if given by Noteholders)) and the Indenture Trustee shall give prompt written notice thereof to the Swap Counterparty, and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority 50% of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseSecurities, by written notice to the Issuer Issuing Entity and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or the Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, Securities may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer Issuing Entity (and to the Indenture Trustee if given by Noteholders)) and the Indenture Trustee shall give prompt written notice thereof to the Swap Counterparty, if any, and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseSecurities, by written notice to the Issuer Issuing Entity and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or the Holders of at least Notes representing not less than a majority of the Outstanding Amount aggregate Note Balance of all Notes with the Notes of the Controlling Class, acting together as a single Class, may, without the written consent of the CertificateholderCredit Enhancer, or the Credit Enhancer may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity with respect to an Event of Default has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority of the Outstanding Amount aggregate Note Balance of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseall Notes, by written notice to the Issuer and the Indenture TrusteeTrustee with the written consent of the Credit Enhancer, or the Credit Enhancer, may in writing waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur (other than an Event of Default described in clause (9) or (10) of Section 6.01) with respect to Notes at the time Outstanding occurs and be is continuing, then and in every such case the Indenture Trustee or the Holders of at least a majority not less than 25% in principal amount of the Outstanding Amount Notes may declare the principal amount of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, declare all the Outstanding Notes to be immediately due and payablepayable immediately, by a notice in writing to the Issuer Company (and to the Indenture Trustee if given by NoteholdersHolders), and upon any such declaration the unpaid such principal amount of such Notes, together with the Notes (or specified amount) plus accrued and unpaid interest thereon through the date of acceleration(and premium, if payable) shall become immediately due and payable. Upon payment of such amount all obligations of the Company in respect of the payment of principal of the Notes shall terminate. At any time after such a declaration of acceleration of maturity with respect to the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority in principal amount of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer Company and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an -------------------------------------------------- Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or the Holders Noteholders of at least Notes representing not less than a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable, subject, however, to the last paragraph of Section 2.7C of the Administration Agreement and to Section 5.4 of this Indenture. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders Noteholders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or at the written direction of the Holders of at least Notes representing not less than a majority of the Outstanding Amount aggregate Note Principal Balance of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer Issuing Entity (and to the Indenture Trustee if such notice is given by Noteholders), and upon any such declaration the unpaid principal amount Note Principal Balance of such the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity with respect to an Event of Default has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of the Notes representing at least not less than a majority of the Outstanding Amount aggregate Note Principal Balance of the Notes each Class of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer Issuing Entity and the Indenture Trustee, may may, subject to Section 5.12, waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur (other than by reason of an Event of Default specified in Section 501(vi) or 501(vii)) occurs and be is continuing, then and in every such case the Indenture Trustee or the Holders of at least a majority of the Outstanding Amount 30% in principal amount of the Notes of Outstanding may declare the Controlling Classprincipal (and premium, acting together as a single Classif any), may, without the consent of the Certificateholder, declare interest and any other monetary obligations on all the then outstanding Notes to be immediately due and payablepayable immediately, by a notice in writing to the Issuer Company (and to the Indenture Trustee if given by NoteholdersHolders); provided, and upon however, that, so long as any Indebtedness permitted to be incurred pursuant to the Senior Credit Facility shall be outstanding, such acceleration shall not be effective until the earlier of (i) acceleration of any such declaration Indebtedness under the unpaid Senior Credit Facility or (ii) five Business Days after the giving of written notice to the Company and the Bank Agent of such acceleration. Upon the effectiveness of such declaration, such principal and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default specified in Section 501(vi) or 501(vii) occurs and is continuing, then the principal amount of such Notes, together with accrued all the Notes shall ipso facto become and unpaid interest thereon through the date of acceleration, shall become be immediately due and payablepayable without any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V providedArticle, the Holders of Notes representing at least a majority of the Outstanding Amount in aggregate principal amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseOutstanding, by written notice to the Issuer Company and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or may, and upon the request of the Holders of at least Notes representing not less than a majority of the Outstanding Amount Note Balances of all Notes, the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the CertificateholderIndenture Trustee shall, declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer Issuing Entity (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such each class of Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity with respect to an Event of Default has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority of the Outstanding Amount Note Balances of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseall Notes, by written notice to the Issuer Issuing Entity and the Indenture Trustee, Trustee may in writing waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should shall occur and be continuing, then and in every such case the Indenture Trustee Trustee, acting at the direction of the Enhancer or the Holders Noteholders of at least Notes representing not less than a majority of the Outstanding Amount aggregate Note Balance of the Notes of Notes, with the Controlling Class, acting together as a single Class, may, without the written consent of the CertificateholderEnhancer, may declare all the Notes to be immediately due and payable, payable by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), ; and upon any such declaration declaration, the unpaid principal amount of such the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity with respect to an Event of Default has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V providedV, the Holders Enhancer or the Noteholders of Notes representing at least a majority of the Outstanding Amount aggregate Note Balance of the Notes of Notes, with the Controlling Class, acting together as a single Class, without the written consent of the Certificateholder, in each caseEnhancer, by written notice to the Issuer and the Indenture Trustee, may in writing waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur occurs and be is continuing, then and in every such case case, the Indenture Trustee or may, and at the direction of Holders of at least a majority Notes representing more than 50% of the Class Note Balance of the Outstanding Amount of the Notes of the Controlling ClassNotes, acting together as a single Class, may, without the consent of the Certificateholdershall, declare all the Notes to be immediately due and payable, payable by a notice in writing to the Issuer Issuing Entity (and to the Indenture Trustee if given by Noteholders), and upon any such declaration such Notes, in an amount equal to the entire unpaid principal amount Class Note Balance of such Notes, together with accrued and unpaid interest thereon through to the date of such acceleration, shall become immediately due and payable. At any time after such a declaration of acceleration of maturity of the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V providedV, the Holders of Notes representing at least a majority more than 50% of the Class Note Balance of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer and Issuing Entity, the Indenture TrusteeTrustee and [the Swap Provider], may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or may, and upon the request of the Holders of at least Notes representing not less than a majority of the Outstanding Amount Voting Rights of all Notes, the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the CertificateholderIndenture Trustee shall, declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such each Class of Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity with respect to an Event of Default has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority of the Outstanding Amount Voting Rights of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseall Notes, by written notice to the Issuer and the Indenture Trustee, Trustee may in writing waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or Trustee, at the Holders written direction of at least the Interested Noteholders representing not less than a majority of the Outstanding Amount of the Notes applicable Classes of the Controlling ClassNotes, acting together as a single Class, may, without the consent of the Certificateholder, shall declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholdersthe holders of the Notes), and upon any such declaration the unpaid principal amount of such the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes Interested Noteholders representing at least not less than a majority of the Outstanding Amount of the Notes applicable Classes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should shall occur and be continuing, then and in every such case the Indenture Trustee Trustee, acting at the written direction of the Enhancer (so long as no Enhancer Default exists) or the Holders Noteholders of at least Notes representing not less than a majority of the Outstanding Amount Note Balance of the Notes of the Controlling Class(if an Enhancer Default exists), acting together as a single Class, may, without the consent of the Certificateholder, may declare all the Notes to be immediately due and payable, payable by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), ; and upon any such declaration declaration, the unpaid principal amount of such the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity with respect to an Event of Default has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V providedV, the Holders Enhancer (so long as no Enhancer Default exists) or the Noteholders of Notes representing at least a majority of the Outstanding Amount Note Balance of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each case(if an Enhancer Default exists), by written notice to the Issuer and the Indenture Trustee, may in writing waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee Trustee, at the direction or upon the prior written consent of the Note Insurer or the Holders Owners of at least Notes representing not less than a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, may, without with the prior written consent of the CertificateholderNote Insurer, declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by NoteholdersOwners), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders Note Insurer or the Owners of Notes representing at least a majority of the Outstanding Amount of the Notes of Notes, with the Controlling Class, acting together as a single Class, without the prior written consent of the Certificateholder, in each caseNote Insurer, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or Trustee, at the written direction of the Holders of at least Notes representing not less than a majority of the Outstanding Amount aggregate Note Principal Balance of the Notes of the Controlling ClassNotes, acting together as a single Class, may, without the consent of the Certificateholder, may declare all the Notes to be immediately due and payable, payable by a notice in writing to the Issuer (and to the Indenture Trustee Trustee, if such notice is given by Noteholders), and upon any such declaration declaration, the unpaid principal amount Note Principal Balance of such the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity with respect to an Event of Default has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of the Notes representing at least not less than a majority of the Outstanding Amount aggregate Note Principal Balance of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer and the Indenture Trustee, may may, subject to Section 5.12, waive the related Event of Default and rescind and annul such declaration and its consequences ifif the Issuer has paid or deposited with the Indenture Trustee or Securities Administrator a sum sufficient to pay:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or at the written direction of the Holders of at least Notes representing not less than a majority of the Outstanding Amount aggregate Note Principal Balance of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if such notice is given by Noteholders), and upon any such declaration the unpaid principal amount Note Principal Balance of such the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity with respect to an Event of Default has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of the Notes representing at least not less than a majority of the Outstanding Amount aggregate Note Principal Balance of the Notes each Class of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or at the written direction of the Holders of at least Notes representing not less than a majority of the Outstanding Amount aggregate Note Balance of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the CertificateholderNotes, declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if such notice is given by the Noteholders), and upon any such declaration the unpaid principal amount of such Notesaggregate Note Balance, together with accrued and unpaid interest thereon through the date of acceleration, acceleration shall become immediately due and payable. At any time after such declaration of acceleration of maturity with respect to an Event of Default has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of the Notes representing at least not less than a majority of the Outstanding Amount aggregate Note Balance of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur with respect to any of the Notes at the time Outstanding occurs and be is continuing, then then, and in every such case case, the Indenture Trustee or shall, at the Holders of at least a majority direction of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the CertificateholderMajority Noteholders, declare the principal of all the Notes to be immediately due and payable, by a notice given in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid declaration, such principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payablepayable without any presentment, demand, protest or other notice of any kind (except such notices as shall be expressly required by the provisions of this Indenture), all of which are hereby expressly waived. At any time after such a declaration of acceleration has been made, but before any Sale of maturity the Trust Estate has been made and before or a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseMajority Noteholders, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences (except that in the case of a payment default on the Notes, the consent of all the Noteholders shall be required to rescind and annul such a declaration and its consequences) if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should shall occur and be continuing, then and in every such case the Indenture Trustee or Trustee, acting at the Holders direction of at least the Noteholders of Notes representing not less than a majority of the Outstanding Amount aggregate Note Balance of the Notes of Notes, with the Controlling Class, acting together as a single Class, may, without the written consent of the CertificateholderEnhancer, may declare all the Notes to be immediately due and payable, payable by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), ; and upon any such declaration declaration, the unpaid principal amount of such the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity with respect to an Event of Default has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V providedV, the Holders Enhancer or the Noteholders of Notes representing at least a majority of the Outstanding Amount aggregate Note Balance of the Notes of Notes, with the Controlling Class, acting together as a single Class, without the written consent of the Certificateholder, in each caseEnhancer, by written notice to the Issuer and the Indenture Trustee, may in writing waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur occurs and be is continuing, then and in every such case the Indenture Trustee or the Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Classcase, acting together as a single Class, may, without but with the consent of the CertificateholderNote Insurer in the absence of a Note Insurer Default, the Indenture Trustee may, and at the direction of the Note Insurer, in the absence of a Note Insurer Default, or, with the prior written consent of the Note Insurer, at the direction of Holders of Notes representing at least 51% of the Note Principal Balance of the Outstanding Notes of all of the Classes, shall, declare all the Notes to be immediately due and payable, payable by a notice in writing to the Issuer Trust (and to the Indenture Trustee if given by Noteholders), and upon any such declaration such Notes, in an amount equal to the entire unpaid principal amount Note Principal Balance of such Notes, together with accrued and unpaid interest thereon through to the date of such acceleration, shall become immediately due and payable, all subject to the prior written consent of the Note Insurer in the absence of a Note Insurer Default. At any time after such a declaration of acceleration of maturity of the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V providedV, the Note Insurer, in the absence of a Note Insurer Default, or the Holders of Notes representing at least a majority 51% of the Note Principal Balance of the Outstanding Amount Notes of all of the Notes of Classes, with the Controlling Class, acting together as a single Class, without the prior written consent of the Certificateholder, in each caseNote Insurer, by written notice to the Issuer Trust and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur occurs and be is continuing, then and in every such case case, the Indenture Trustee or may, and at the direction of Holders of at least a majority Notes representing more than 50% of the Class Note Balance of the Outstanding Amount of the Notes of the Controlling ClassNotes, acting together as a single Class, may, without the consent of the Certificateholdershall, declare all the Notes to be immediately due and payable, payable by a notice in writing to the Issuer Issuing Entity (and to the Indenture Trustee if given by Noteholders), and upon any such declaration such Notes, in an amount equal to the entire unpaid principal amount Class Note Balance of such Notes, together with accrued and unpaid interest thereon through to the date of such acceleration, shall become immediately due and payable. At any time after such a declaration of acceleration of maturity of the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V providedV, the Holders of Notes representing at least a majority more than 50% of the Class Note Balance of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer Issuing Entity, the Indenture Trustee and the Indenture TrusteeHedge Providers, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur with respect to the Notes at the time outstanding occurs and be continuing, is continuing (other than an Event of Default referred to in Section 6.1(f) or (g)) then and in every such case the Indenture Trustee or the Holders of at least a majority not less than 25% in principal amount of the Outstanding Amount outstanding Notes (including Additional Notes, if any) may declare the principal amount of the Notes and accrued and unpaid interest, if any, on all of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, declare all the Notes to be immediately due and payablepayable immediately, by a notice in writing to the Issuer Company (and to the Indenture Trustee if given by NoteholdersHolders), and upon any such declaration the unpaid such principal amount of such Notes, together with (or specified amount) and accrued and unpaid interest thereon through the date of accelerationinterest, if any, shall become immediately due and payable. If an Event of Default specified in Section 6.1(f) or (g) shall occur, the principal amount (or specified amount) of and accrued and unpaid interest, if any, on all outstanding Notes shall IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration of maturity with respect to the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority in principal amount of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseoutstanding Notes, by written notice to the Issuer Company and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee Trustee, at the direction of the Insurer or upon the prior written direction of the Holders of at least a majority Notes representing not less than [51]% of the Outstanding Amount of the Notes of Notes, with the Controlling Class, acting together as a single Class, may, without the written consent of the CertificateholderInsurer, may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Insurer or the Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of related Notes, with the Controlling Class, acting together as a single Class, without the written consent of the Certificateholder, in each caseInsurer, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur occurs and is continuing (other than an Event of Default specified in Section 6.3(a)(i) through (iv)), then and in every such case the Holders of not less than a majority in principal amount of the Outstanding Notes may declare the principal and all other amounts outstanding pursuant to all of all the Notes to be due and payable immediately, by a notice in writing to the Company, and upon any such declaration such principal shall become immediately due and payable. If an Event of Default specified Section 6.3(a)(i) through (iv) with respect to Notes at the time outstanding occurs and is continuing, then and in every such case the Indenture Trustee or Holder of any Note may declare the Holders principal of at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, declare all the Notes such Note to be immediately due and payablepayable immediately, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders)Company, and upon any such declaration such principal shall become immediately due and payable. If an Event of Default specified in Section 6.3(a)(ix) or 6.3(a)(x) occurs, the unpaid principal amount of, and accrued interest on, all the Notes shall automatically, and without any declaration or other action on the part of such Notesany Holder, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such a declaration by majority Holders of acceleration of maturity with respect to Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V providedobtained, the Holders of Notes representing at least a majority in principal amount of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer and the Indenture TrusteeCompany, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default under clause (viii) of Section 5.01) should occur and be continuingcontinuing with respect to any Series, then and in every such case the Indenture Trustee or the Holders of at least representing not less than a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, all Series may declare all the Notes to be immediately due and payable, by a notice in writing to the Note Issuer (and to the Indenture Trustee if given by NoteholdersHolders), and upon any such declaration the unpaid principal amount of such Notesthe Notes of all Series, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least not less than a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseall Series, by written notice to the Note Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur occurs and be is continuing, then and in every such case case, the Indenture Trustee or may, and at the direction of Holders of at least a majority Notes representing more than 50% of the Class Note Balance of the Outstanding Amount of the Notes of the Controlling ClassNotes, acting together as a single Class, may, without the consent of the Certificateholdershall, declare all the Notes to be immediately due and payable, payable by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration such Notes, in an amount equal to the entire unpaid principal amount Class Note Balance of such Notes, together with accrued and unpaid interest thereon through to the date of such acceleration, shall become immediately due and payable. At any time after such a declaration of acceleration of maturity of the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V providedV, the Holders of Notes representing at least a majority more than 50% of the Class Note Balance of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer Issuer, the Indenture Trustee and the Indenture TrusteeSwap Provider, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or at the written direction of the Holders of at least Senior Notes representing not less than a majority of the Outstanding Amount aggregate Note Principal Balance of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, may declare all the such Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if such notice is given by Noteholders), and upon any such declaration the unpaid principal amount Note Principal Balance of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity with respect to an Event of Default has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of the Senior Notes representing at least not less than a majority of the Outstanding Amount aggregate Note Principal Balance of the Notes each Class of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer and the Indenture Trustee, may may, subject to Section 5.12, waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur occurs and be is continuing, then and in every such case case, the Indenture Trustee or may, and at the direction of Holders of at least a majority Notes representing more than 50% of the Class Note Balance of the Outstanding Amount of the Notes of the Controlling ClassNotes, acting together as a single Class, may, without the consent of the Certificateholdershall, declare all the Notes to be immediately due and payable, payable by a notice in writing to the Issuer Issuing Entity (and to the Indenture Trustee if given by Noteholders), and upon any such declaration such Notes, in an amount equal to the entire unpaid principal amount Class Note Balance of such Notes, together with accrued and unpaid interest thereon through to the date of such acceleration, shall become immediately due and payable. At any time after such a declaration of acceleration of maturity of the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V providedV, the Holders of Notes representing at least a majority more than 50% of the Class Note Balance of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer Issuing Entity and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee may, or shall, at the direction of the Holders of at least Notes representing not less than a majority of the Outstanding Amount Balance of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the CertificateholderPriority Class Notes, declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer Issuing Entity and the Swap Counterparty (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon on the Notes through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V Five provided, the Holders of Notes representing at least a majority of the Outstanding Amount Balance of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each casePriority Class Notes, by written notice to the Issuer Issuing Entity, the Swap Counterparty and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee Trustee, at the direction of the Insurer or upon the prior written direction of the Holders of at least Notes representing not less than a majority _______ of the Outstanding Amount of the Notes of Notes, with the Controlling Class, acting together as a single Class, may, without the written consent of the CertificateholderInsurer, may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Insurer or the Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of related Notes, with the Controlling Class, acting together as a single Class, without the written consent of the Certificateholder, in each caseInsurer, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default under clause (viii) of Section 5.01) should occur and be continuingcontinuing with respect to any Series, then and in every such case the Indenture Trustee or the Holders of at least representing not less than a majority of the Outstanding Amount of the Notes Bonds of the Controlling Classsuch Series, acting together voting as a single Classclass, may, without the consent of the Certificateholder, may declare all the Notes Bonds of such Series to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by NoteholdersHolders), and upon any such declaration the unpaid principal amount of the Bonds of such NotesSeries, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least not less than a majority of the Outstanding Amount of the Notes Bonds of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each casesuch Series, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or the Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, Securities may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer Issuing Entity (and to the Indenture Trustee if given by Noteholders)) [and the Indenture Trustee shall give prompt written notice thereof to the Swap Counterparty], and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseSecurities, by written notice to the Issuer Issuing Entity and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur occurs and be is continuing, then and in every such case case, the Indenture Trustee or may, and at the direction of Holders of at least a majority Notes representing more than 50% of the Class Note Balance of the Outstanding Amount of the Notes of the Controlling ClassNotes, acting together as a single Class, may, without the consent of the Certificateholdershall, declare all the Notes to be immediately due and payable, payable by a notice in writing to the Issuer Issuing Entity (and to the Indenture Trustee if given by Noteholders), and upon any such declaration such Notes, in an amount equal to the entire unpaid principal amount Class Note Balance of such Notes, together with accrued and unpaid interest thereon through to the date of such acceleration, shall become immediately due and payable. At any time after such a declaration of acceleration of maturity of the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V providedV, the Holders of Notes representing at least a majority more than 50% of the Class Note Balance of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer Issuing Entity, the Indenture Trustee and the Indenture TrusteeSwap Provider, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur occurs and be is continuing, then and in every such case case, the Indenture Trustee or may, and at the direction of Holders of at least a majority Notes representing more than 50% of the Class Note Balance of the Outstanding Amount of the Notes of the Controlling ClassNotes, acting together as a single Class, may, without the consent of the Certificateholdershall, declare all the Notes to be immediately due and payable, payable by a notice in writing to the Issuer Trust (and to the Indenture Trustee if given by Noteholders), and upon any such declaration such Notes, in an amount equal to the entire unpaid principal amount Class Note Balance of such Notes, together with accrued and unpaid interest thereon through to the date of such acceleration, shall become immediately due and payable. At any time after such a declaration of acceleration of maturity of the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V providedV, the Holders of Notes representing at least a majority more than 50% of the Class Note Balance of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer Trust, the Indenture Trustee and the Indenture TrusteeSwap Provider, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee Trustee, at the direction or upon the prior written consent of the Securities Insurer or the Holders of at least Notes representing not less than a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if: (a) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should shall occur and be continuing, then and in every such case the Indenture Trustee or Trustee, acting at the Holders direction of at least the Noteholders of Notes representing not less than a majority of the Outstanding Amount aggregate Voting Rights of the Notes of Notes, with the Controlling Class, acting together as a single Class, may, without the written consent of the CertificateholderEnhancer, may declare all the Notes to be immediately due and payable, payable by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), ; and upon any such declaration declaration, the unpaid principal amount of such the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity with respect to an Event of Default has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V providedV, the Holders Enhancer or the Noteholders of Notes representing at least a majority of the Outstanding Amount aggregate Voting Rights of the Notes of Notes, with the Controlling Class, acting together as a single Class, without the written consent of the Certificateholder, in each caseEnhancer, by written notice to the Issuer and the Indenture Trustee, may in writing waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee Trustee, at the direction or upon the prior written consent of the [Securities Insurer] or the Holders of at least Notes representing not less than a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or the Holders of at least Notes representing not less than a majority of the Outstanding Amount Security Balances of the all Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, may (but need not) declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Class of Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. [Unless the prior written consent of the Credit Enhancer shall have been obtained by the Indenture Trustee, the Payment Date upon which such accelerated payment is due and payable shall not be a Payment Date under the Credit Enhancement Instrument and the Indenture Trustee shall not be authorized under Section 3.32 to make a draw therefor.] At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority of the Outstanding Amount Security Balances of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseall Notes, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur occurs and be is continuing, then and in every such case case, the Indenture Trustee or may, and at the direction of Holders of Notes representing at least a majority 51% of the Note Principal Balance of the Outstanding Amount of the Notes of the Controlling ClassNotes, acting together as a single Class, may, without the consent of the Certificateholdershall, declare all the Notes to be immediately due and payable, payable by a notice in writing to the Issuer Trust (and to the Indenture Trustee if given by Noteholders), and upon any such declaration such Notes, in an amount equal to the entire unpaid principal amount Note Principal Balance of such Notes, together with accrued and unpaid interest thereon through to the date of such acceleration, shall become immediately due and payable. At any time after such a declaration of acceleration of maturity of the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V providedV, the Holders of Notes representing at least a majority 51% of the Note Principal Balance of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer Trust and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default described in paragraph (a), (b) or (c) of Section 5.02 should occur and be continuingcontinuing with respect to a Series, then and in every such case the Indenture Trustee or the Holders of Notes representing at least a majority 25% of the principal amount of Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, such Series may declare all the Notes of such Series to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given declared by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. If an Event of Default described in paragraph (d) or (e) of Section 5.02 should occur and be continuing, then the unpaid principal of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall automatically become, and shall be deemed to be declared, due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority 66 2/3% of the Outstanding Amount principal amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each casesuch Series, by written notice to the Issuer and the Indenture TrusteeTrustee and in accordance with Section 5.13, may rescind and annul such declaration and its consequences ifconsequences; provided, that:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or the Holders of at least a majority Class A Notes if Class A Notes are Outstanding or Class B Notes, if the Class A Notes are no longer Outstanding representing not less than 66 2/3% of the Outstanding Amount of the such Class A Notes of the Controlling Classor Class B Notes, acting together as a single Classapplicable, may, without the consent of the Certificateholder, may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority 66 2/3% of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuingcontinuing with respect to any Notes, then and in every such case the Indenture Trustee or the Holders Noteholders of at least Notes representing no less than a majority of the Outstanding Amount of the Outstanding Directing Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, may declare all the Outstanding Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such all the Outstanding Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such a declaration of acceleration of maturity of the Outstanding Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V providedV, the Holders Noteholders of Notes representing at least a majority of the Outstanding Amount of the Outstanding Directing Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each case, by written notice to the Issuer and the Indenture Trustee, may may, rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or the Required Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer and the Rating Agencies and each Swap Counterparty (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon and, with respect to the Class A-2A Notes, the Class A-2A Commitment Fee thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V V; provided, the Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseRequired Holders, by written notice to the Issuer and the Indenture TrusteeTrustee and each Swap Counterparty, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur (other than by reason of an Event of Default specified in Section 501(vi) or 501(vii)) occurs and be is continuing, then and in every such case the Indenture Trustee or the Holders of at least a majority of the Outstanding Amount 30% in principal amount of the Notes of Outstanding may declare the Controlling Classprincipal (and premium, acting together as a single Classif any), may, without the consent of the Certificateholder, declare interest and any other monetary obligations on all the then outstanding Notes to be immediately due and payablepayable immediately, by a notice in writing to the Issuer Company (and to the Indenture Trustee if given by NoteholdersHolders); provided, and upon however, that, so long as any Indebtedness permitted to be incurred pursuant to the Senior Credit Facilities shall be outstanding, such acceleration shall not be effective until the earlier of (i) acceleration of any such declaration Indebtedness under the unpaid Senior Credit Facilities or (ii) five Business Days after the giving of written notice to the Company and the Bank Agent of such acceleration. Upon the effectiveness of such declaration, such principal and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default specified in Section 501(vi) or 501(vii) occurs and is continuing, then the principal amount of such Notes, together with accrued all the Notes shall ipso facto become and unpaid interest thereon through the date of acceleration, shall become be immediately due and payablepayable without any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V providedArticle, the Holders of Notes representing at least a majority of the Outstanding Amount in aggregate principal amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseOutstanding, by written notice to the Issuer Company and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, (other than an Event of Default specified in Section 5.01(vii) or 5.01(viii)), then and in every such case the Indenture Trustee or may, and shall at the Holders of at least a majority direction of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the CertificateholderMajority Noteholders, declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer and the Rating Agencies (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. If an Event of Default specified in Section 5.01(vii) or 5.01(viii) occurs, the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseMajority Noteholders, by written notice to the Issuer and the Indenture TrusteeTrustee and each Hedge Counterparty, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or at the Holders direction of at least the Interested Noteholders representing not less than a majority of the Outstanding Amount of the Notes applicable Classes of the Controlling ClassNotes, acting together as a single Class, may, without the consent of the Certificateholder, shall declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholdersthe holders of the Notes), and upon any such declaration the unpaid principal amount of such Notesthe Notes and the Liquidity Note Balance, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes Interested Noteholders representing at least not less than a majority of the Outstanding Amount of the Notes applicable Classes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or the Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, may, without and at the direction or upon the prior written consent of the CertificateholderNote Insurer or the Majority Highest Priority Class Noteholders with the written consent of the Note Insurer shall, declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money moneys due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority of Note Insurer or the Outstanding Amount of Majority Highest Priority Class Noteholders with the Notes of the Controlling Class, acting together as a single Class, without the prior written consent of the Certificateholder, in each caseNote Insurer, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or shall, at the Holders direction of at least the Registered Owners of Notes representing not less than a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the CertificateholderAmount, declare all the Notes to be immediately due and payablepayable and the Commitments terminated, by a notice in writing to the Issuer and to the Servicer (and to the Indenture Trustee if given by NoteholdersRegistered Owners), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity (and the termination of the Commitments) with respect to an Event of Default has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V provided, the Holders Registered Owners of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each case, by written notice to the Issuer Issuer, the Servicer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, (other than an Event of Default specified in Section 5.01(vii) or 5.01(viii)), then and in every such case the Indenture Trustee or may, and shall at the Holders of at least a majority direction of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the CertificateholderMajority Noteholders, declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer and the Rating Agencies (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. If an Event of Default specified in Section 5.01(vii) or Section 5.01(viii) occurs, the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseMajority Noteholders, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or at the written direction of the Holders of at least Notes representing not less than a majority of the Outstanding Amount aggregate Note Principal Balance of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if such notice is given by Noteholders), and upon any such declaration the unpaid principal amount Note Principal Balance of such the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity with respect to an Event of Default has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of the Notes representing at least not less than a majority of the Outstanding Amount aggregate Note Principal Balance of the Notes each Class of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer and the Indenture Trustee, may may, subject to Section 5.12, waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuingcontinuing with respect to any Notes, then and in every such case the Indenture Trustee or the Holders Noteholders of at least Directing Notes representing no less than a majority of the Outstanding Amount of the Outstanding Directing Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, may declare all the Outstanding Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such all the Outstanding Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such a declaration of acceleration of maturity of the Outstanding Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V providedV, the Holders Noteholders of Directing Notes representing at least a majority of the Outstanding Amount of the Outstanding Directing Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each case, by written notice to the Issuer and the Indenture Trustee, may may, rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuingcontinuing or if the Seller shall purchase all of the Mortgage Loans pursuant to Section 7.2 of the Home Equity Loan Purchase Agreement, then and in every such case the Indenture Trustee may (with the prior written consent of the Note Insurer), and, at the written direction of the Note Insurer, or if a Note Insurer Default exists, the Holders of at least Notes representing not less than a majority of the Outstanding Amount Note Principal Balances of the Notes of the Controlling Classall Notes, acting together as a single Class, may, without the consent of the Certificateholdershall, declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount Note Principal Balance of such the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity with respect to an Event of Default has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Note Insurer or, if a Note Insurer Default exists, the Holders of Notes representing at least a majority of the Outstanding Amount Note Principal Balances of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseall Notes, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or may, and upon the request of the Holders of at least Notes representing not less than a majority of the Outstanding Amount Voting Rights of all Notes, the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the CertificateholderIndenture Trustee shall, declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such each class of Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity with respect to an Event of Default has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority of the Outstanding Amount Voting Rights of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseall Notes, by written notice to the Issuer and the Indenture Trustee, Trustee may in writing waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuingcontinuing with respect to any Series of Notes, then and in every such case the Indenture Trustee or the Holders Noteholders of at least Directing Notes representing no less than a majority of the Outstanding Amount of the Directing Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, may declare all the Outstanding Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such all the Outstanding Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such a declaration of acceleration of maturity of the Outstanding Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V providedV, the Holders Noteholders of Directing Notes representing at least a majority of the Outstanding Amount of the Directing Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each case, by written notice to the Issuer and the Indenture Trustee, may may, rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event -------------------------------------------------- of Default should occur and be continuing, then and in every such case (i) the Indenture Trustee with the consent of the Note Insurer, (ii) the Note Insurer, or (iii) the Holders of at least the Notes, representing not less than a majority of the Outstanding Amount Class Principal Balance of the all Notes of the Controlling Class, acting together as a single Class, may, without with the consent of the CertificateholderNote Insurer, may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of the Notes representing at least a majority of the Outstanding Amount Class Principal Balance of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or the Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, may, without and at the direction or upon the prior written consent of [the Note Insurer or] the Majority Highest Priority Class Noteholders [with the written consent of the CertificateholderNote Insurer] shall, declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money moneys due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, [the Holders of Notes representing at least a majority of Note Insurer or] the Outstanding Amount of Majority Highest Priority Class Noteholders [with the Notes of the Controlling Class, acting together as a single Class, without the prior written consent of the Certificateholder, in each caseNote Insurer], by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee at the written direction of either (i) the Note Insurer so long as no Note Insurer Default exists, or (ii) the Holders of at least Notes representing not less than a majority of the Outstanding Amount aggregate Note Balance of the Notes of the Controlling Class, acting together as a single Class, may, without (with the consent of the CertificateholderNote Insurer, declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholdersso long as no Note Insurer Default exists), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, acceleration shall become immediately due and payable. At any time after such declaration of acceleration of maturity with respect to an Event of Default has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of the Notes representing at least not less than a majority of the Outstanding Amount aggregate Note Balance of the Notes of or the Controlling Class, acting together Note Insurer so long as a single Class, without the consent of the Certificateholder, in each caseno Note Insurer Default exists, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur or an Amortization Event occurs and be is continuing, then and in every such case the Indenture Trustee or the Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Classcase, acting together as a single Class, may, without but with the consent of the CertificateholderInitial Purchaser, the Indenture Trustee may, and on request of the Initial Purchaser, or, with the prior written consent of the Initial Purchaser, the Holders of Notes representing not less than 50% of the Note Principal Balance of the Outstanding Notes of the Notes, shall, declare all the Notes to be immediately due and payable, payable by a notice in writing to the Issuer Trust (and to the Indenture Trustee if given by Noteholders), and upon any such declaration such Notes, in an amount equal to the entire unpaid principal amount Note Principal Balance of such Notes, together with accrued and unpaid interest thereon through to the date of such acceleration, shall become immediately due and payable, all subject to the prior written consent of the Initial Purchaser. At any time after such a declaration of acceleration of maturity of the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V providedV, the Initial Purchaser, or the Holders of Notes representing at least a majority more than 50% of the Note Principal Balance of the Outstanding Amount of Notes, with the Notes of the Controlling Class, acting together as a single Class, without the prior written consent of the Certificateholder, in each caseInitial Purchaser, by written notice to the Issuer Trust and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should shall occur and be continuing, then and in every such case the Indenture Trustee or the Holders of at least the [Controlling] Notes representing not less than a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by the [Controlling] Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V V, provided, the Holders of the [Controlling] Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:consequences; provided, that, no such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or at the Holders written direction of at least the Interested Noteholders representing not less than a majority of the Outstanding Amount of the applicable Classes of Notes of and the Controlling ClassLiquidity Note, acting together as a single Class, may, without the consent of the Certificateholder, shall declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholdersthe holders of the Notes), and upon any such declaration the unpaid principal amount of such Notesthe Notes and the Liquidity Note Balance, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes Interested Noteholders representing at least not less than a majority of the Outstanding Amount of the applicable Classes of Notes of and the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseLiquidity Note, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuingoccur, then and in every such case the Indenture Trustee or the Holders of at least Notes representing not less than a majority of the Outstanding Amount Security Balances of all Notes with the Notes of the Controlling Class, acting together as a single Class, may, without the prior written consent of the CertificateholderCredit Enhancer, or the Credit Enhancer may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such class of Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity with respect to an Event of Default has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority of the Outstanding Amount Security Balances of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseall Notes, by written notice to the Issuer and the Indenture TrusteeTrustee with the written consent of the Credit Enhancer, or the Credit Enhancer, may in writing waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default described in Section 5.1(i), (ii) or (iii) should occur and be continuing, then and in every such case the Indenture Trustee or the Holders of at least Noteholders representing not less than a majority of the Outstanding Amount of the Notes Note Balance of the Controlling Class, acting together as a single Class, may, without the consent Class of the Certificateholder, Notes may declare all of the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount Note Balance of such all of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. If an Event of Default specified in Section 5.1(iv) or (v) occurs, the unpaid Note Balance of all the unpaid principal together with all accrued and unpaid interest thereon shall automatically become immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder of the Controlling Class or otherwise. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter provided for in this Article V providedV, the Holders of Notes Noteholders representing at least a majority of the Outstanding Amount of the Notes Note Balance of the Controlling Class, acting together as a single Class, without the consent Class of the Certificateholder, in each caseNotes, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur occurs and be is continuing, then and in every such case case, the Indenture Trustee or may, and at the direction of Holders of at least a majority Notes representing more than 50% of the Class Note Balance of the Outstanding Amount of the Notes of the Controlling ClassNotes, acting together as a single Class, may, without the consent of the Certificateholdershall, declare all the Notes to be immediately due and payable, payable by a notice in writing to the Issuer Issuing Entity (and to the Indenture Trustee if given by Noteholders), and upon any such declaration such Notes, in an amount equal to the entire unpaid principal amount Class Note Balance of such Notes, together with accrued and unpaid interest thereon through to the date of such acceleration, shall become immediately due and payable. At any time after such a declaration of acceleration of maturity of the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V providedV, the Holders of Notes representing at least a majority more than 50% of the Class Note Balance of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer Issuing Entity, the Indenture Trustee and the Indenture TrusteeHedge Counterparties, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If -------------------------------------------------- an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or the Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, may, without and at the direction or upon the prior written consent of the Certificateholder, Majority Highest Priority Class Noteholders shall declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders)Issuer, and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseMajority Highest Priority Class Noteholders, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences ifif the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:

Acceleration of Maturity; Rescission and Annulment. If an -------------------------------------------------- Event of Default should occur and be continuingcontinuing with respect to any Series of Notes, then and in every such case the Indenture Trustee or with the consent of the Holders of at least the Notes representing not less than a majority of the Outstanding Aggregate Invested Amount of the all Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of the Notes representing at least a majority of the Outstanding Aggregate Invested Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If -------------------------------------------------- an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee Trustee, at the direction or upon the prior written consent of the Holders of at least Notes representing not less than a majority of the Outstanding Amount of the Notes of the Controlling ClassNotes, acting together as a single Class, may, without the consent of the Certificateholder, may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money moneys due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, --------- the Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or Trustee, at the written direction of the Holders of at least the Senior Notes representing not less than a majority of the Outstanding Amount aggregate Note Principal Balance of the Notes of the Controlling ClassNotes, acting together as a single Class, may, without the consent of the Certificateholder, may declare all the such Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if such notice is given by Noteholders), and upon any such declaration the unpaid principal amount Note Principal Balance of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity with respect to an Event of Default has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of the Senior Notes representing at least not less than a majority of the Outstanding Amount aggregate Note Principal Balance of the Notes each Class of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer and the Indenture Trustee, may may, subject to Section 5.12, waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or the Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, (i) may, without with the consent of the CertificateholderInsurer, so long as no Insurer Payment Default has occurred and is continuing, (ii) shall, at the direction of the Insurer, so long as no Insurer Default has occurred and is continuing, and (iii) shall, at the direction of the Noteholders representing more than 50% of the aggregate Principal Balance of the Notes and with the consent of the Insurer, so long as no Insurer Payment Default has occurred and is continuing, declare all of the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due in respect of the Notes has been obtained by the Indenture Trustee as hereinafter provided in this Article V providedIV, the Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without subject to the consent of the CertificateholderInsurer, in each casethe Noteholders representing more than 50% of the aggregate Principal Balance of the Notes, and by written notice to the Issuer and to the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or the Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, Securities may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer Issuing Entity [and the Grantor Trust] (and to the Indenture Trustee if given by Noteholders)) [and the Indenture Trustee shall give prompt written notice thereof to the Swap Counterparty], and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseSecurities, by written notice to the Issuer Issuing Entity and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or the Holders of at least a majority Notes representing not less than 50% of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, Securities may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders)) and the Indenture Trustee shall give prompt written notice thereof to the Swap Counterparty, and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority 50% of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseSecurities, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should shall occur and be continuing, then and in every such case the Indenture Trustee or Trustee, acting at the Holders direction of at least the Noteholders of Notes representing not less than a majority of the Outstanding Amount aggregate Voting Rights of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, may declare all the Notes to be immediately due and payable, payable by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), ; and upon any such declaration declaration, the unpaid principal amount of such the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity with respect to an Event of Default has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V provided, or the Holders Noteholders of Notes representing at least a majority of the Outstanding Amount aggregate Voting Rights of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer and the Indenture Trustee, may in writing waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default under clause (viii) of Section 5.01) should occur and be continuingcontinuing with respect to any Series, then and in every such case the Indenture Trustee or the Holders of at least representing not less than a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, all Series may declare all the Notes to be immediately due and payable, by a notice in writing to the Note Issuer (and to the Indenture Trustee if given by NoteholdersHolders), and upon any such declaration the unpaid principal amount of such Notesthe Notes of all Series, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseall Series, by written notice to the Note Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default described in paragraph (a) or (b) of Section 5.2 should occur and be continuingcontinuing with respect to a Series, then and in every such case the Indenture Trustee or the Holders of at least a majority Notes representing more than 50% of the principal balance of the Outstanding Amount of the Notes of such Series may and the Controlling Class, acting together as a single Class, may, without Indenture Trustee at the consent direction of the Certificateholder, such Holders shall declare all the Notes of such Series to be immediately due and payable, by a notice in writing to the Issuer (and to the a Trustee Officer of Indenture Trustee if given declared by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. If an Event of Default described in paragraph (c) or (d) of Section 5.2 should occur and be continuing, then the unpaid principal of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall automatically become due and payable. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V providedV, the Holders of Notes representing at least a majority more than 50% of the principal balance of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each casesuch Series, by written notice to the Issuer Issuer, Indenture Trustee and the Indenture TrusteeRating Agencies, may rescind and annul such declaration and its consequences ifconsequences; provided, that:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur with respect to any Tranche of Notes at the time Outstanding occurs and be is continuing, then then, and in every such case case, the Indenture Trustee shall, at the direction of the Bond Insurer, or during the continuance of a Bond Insurer Default, the Indenture Trustee may, at the direction of the Holders of at least a majority not less than 66-2/3% in principal amount of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the CertificateholderNotes, declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such a declaration of acceleration has been made, but before any Sale of maturity the Trust Estate has been made and before or a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Bond Insurer, or if a Bond Insurer Default has occurred and is continuing, the Holders of Notes representing at least not less than a majority of the Outstanding Amount aggregate principal amount of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseOutstanding Notes, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences (except that in the case of a payment default on the Notes, the consent of all the Noteholders shall be required to rescind and annul such a declaration and its consequences) if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or shall, at the written direction of the Holders of at least Notes representing not less than a majority of the Outstanding Amount aggregate Note Balance of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the CertificateholderNotes, declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer Issuing Entity (and to the Indenture Trustee and the Securities Administrator if such notice is given by the Noteholders), and upon any such declaration the unpaid principal amount of such Notesaggregate Note Balance, together with accrued and unpaid interest thereon through the date of acceleration, acceleration shall become immediately due and payable. At any time after such declaration of acceleration of maturity with respect to an Event of Default has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee Securities Administrator as hereinafter in this Article V provided, the Holders of the Notes representing at least not less than a majority of the Outstanding Amount aggregate Note Balance of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer Issuing Entity, the Indenture Trustee and the Indenture TrusteeSecurities Administrator, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuingcontinuing with respect to any Series of Notes, then and in every such case the Indenture Trustee or the Holders Noteholders of at least Notes representing no less than a majority of the Outstanding Amount of the Outstanding Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, may declare all the Outstanding Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such all the Outstanding Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such a declaration of acceleration of maturity of the Outstanding Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders Noteholders of Notes representing at least a majority of the Outstanding Amount of the Outstanding Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each case, by written notice to the Issuer and the Indenture Trustee, may may, rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or at the written direction of the Holders of at least the Senior Notes representing not less than a majority of the Outstanding Amount aggregate Note Principal Balance of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, may declare all the such Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if such notice is given by Noteholders), and upon any such declaration the unpaid principal amount Note Principal Balance of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. At any time after such declaration of acceleration of maturity with respect to an Event of Default has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of the Senior Notes representing at least not less than a majority of the Outstanding Amount aggregate Note Principal Balance of the Notes each Class of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseNotes, by written notice to the Issuer and the Indenture Trustee, may may, subject to Section 5.12, waive the related Event of Default and rescind and annul such declaration and its consequences if: