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: (a) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (i) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 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: (ai) the Issuer Issuing Entity has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of all Notes and all other amounts that would then be due hereunder or in accordance with the terms of the upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 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: (a) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (i) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal of or interest of on the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default should occur and be continuing, 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 or the Indenture Trustee, at the request or direction of the Noteholders of Notes representing not less than a majority of the Controlling ClassOutstanding Amount, 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. . (b) 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 caseAmount, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of all Notes and all other amounts that would then be due hereunder or in accordance with the terms of the upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default should occur and be continuing, 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 or the Indenture Trustee, at the request or direction of the Holders of Notes representing not less than a majority of the Controlling ClassOutstanding Amount, 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. . (b) 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 caseAmount, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of all Notes and all other amounts that would then be due hereunder or in accordance with the terms of the upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and; (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 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: (ai) the Issuer Issuing Entity has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of all Notes and all other amounts that would then be due hereunder or in accordance with the terms of the upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default (other than an Event of Default under clause (vii) of Section 5.01) should occur and be continuing, 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 Recovery Bonds may declare the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, declare all the Notes Recovery Bonds 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 such Notesthe Recovery Bonds, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. . (b) 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 caseRecovery Bonds, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and premium, if any, and interest on the respective Class all Recovery Bonds due and owing at such time as if such Event of Notes Default had not occurred and was not continuing and all other amounts that would then be due hereunder or in accordance with upon the terms of the Notes Recovery Bonds if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes Recovery Bonds that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. . (c) No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default should occur shall have occurred and be continuing, then and in every such case the Indenture Trustee or the Holders of at least a majority Notes evidencing not less than 51% of the Outstanding Amount of the Notes Note Balance of the Controlling Class, acting together as a single Class, Class may, without the consent of the Certificateholderupon prior written notice to each Rating Agency, 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), the Depositor and the Servicer, 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 . (b) If the Notes have been declared immediately due and payable following an Event of acceleration of maturity has been made and Default, before a judgment or decree for payment of the money amount 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 evidencing not less than 51% of the Outstanding Amount of the Notes Note Balance 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 Depositor and the Indenture Trustee, may rescind and annul such declaration of acceleration and its consequences if: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: pay (iA) all payments of principal of and interest on the respective Class Notes, (B) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of Notes the Indenture Trustee and its agents and counsel and (C) all other amounts that would then be due hereunder or in accordance with the terms of upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default should occur and be continuing, 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 of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, declare all of 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 the Noteholders)) setting forth the Event of Default or Events of Default, 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 . (b) If the Notes have been declared immediately due and payable following an Event of acceleration of maturity has been made Default and before a judgment or decree for payment of the money amount due has been obtained by the Indenture Trustee as hereinafter provided in this Article V providedV, 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 case, by written notice to the Issuer and Issuing Entity, the Grantor Trust, the Indenture TrusteeTrustee and each Rating Agency, may waive all Defaults set forth in the notice delivered pursuant to Section 5.2(a) and rescind and annul such declaration of acceleration and its consequences if: (a) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (i) all payments of principal of and interest on the respective Class of Notes and all other amounts consequences; provided, that would then be due hereunder or in accordance with the terms of the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No no such rescission and annulment shall extend to or affect any subsequent default other Default or impair any right consequent thereto; and provided further, that if the Indenture Trustee shall have proceeded to enforce any right under this Indenture and such Proceedings shall have been discontinued or abandoned because of such rescission and annulment or for any other reason, or such Proceedings shall have been determined adversely to the Indenture Trustee, then and in every such case, the Indenture Trustee, the Issuing Entity and the Noteholders, as the case may be, shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Indenture Trustee, the Issuing Entity and the Noteholders, as the case may be, shall continue as though no such Proceedings had been commenced.

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: (ai) the Issuer has paid or deposited with the Indenture Trustee Securities Administrator a sum sufficient to pay: pay (ia) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and and (iib) all sums paid or advanced by the Indenture Trustee Securities Administrator hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee Securities Administrator and their its respective agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 continuingcontinuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreement, 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 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 3.29 to make a draw therefor. 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 Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 continuingcontinuing or if the Master Servicer shall purchase all of the Home Equity Loans pursuant to Section 8.08 of the Servicing Agreement, 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 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 provided in this Article V providedV, 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: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 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: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 continuingcontinuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreement, 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 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 Note Insurer 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 Note Insurance Policy and the Indenture Trustee shall not be authorized under Section 3.29 to make a draw therefor. 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 Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default should occur and be continuing, 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 principal amount of the Notes of the Controlling ClassOutstanding, acting together voting as a single Classgroup, 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. If an Event of Default specified in Section 5.1(iv) or (v) occurs, all unpaid principal, together with all accrued and unpaid interest thereon, of all the Notes, and all other amounts payable hereunder, shall automatically become due and payable without any declaration or other act on the part of the Indenture Trustee or any Holder of the Notes. (b) 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 amount 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 of the Outstanding Amount principal amount of the Notes of the Controlling ClassOutstanding, acting together voting as a single Class, without the consent of the Certificateholder, in each casegroup, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of all Notes and all other amounts that would then be due hereunder or in accordance with the terms of the upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counselcounsel and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default (other than an Event of Default under clause (vii) of Section 5.01(a)) should occur and be continuing, 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 Recovery Bonds may declare the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, declare all the Notes Recovery Bonds 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 such Notesthe Recovery Bonds, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. . (b) 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 caseRecovery Bonds, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and premium, if any, and interest on the respective Class all Recovery Bonds due and owing at such time as if such Event of Notes Default had not occurred and was not continuing and all other amounts that would then be due hereunder or in accordance with upon the terms of the Notes Recovery Bonds if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes Recovery Bonds that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. . (c) No such rescission shall affect any subsequent default or impair any right consequent thereto.

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 Credit 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 CertificateholderCredit Enhancer, 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 Credit 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 caseCredit Enhancer, 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: (a) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (i) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and; (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (biii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 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 (so long as no Credit Enhancer Default exists), or the Credit Enhancer (so long as no Credit Enhancer Default exists) 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 (so long as no Credit Enhancer Default exists), or the Credit Enhancer (so long as no Credit Enhancer Default exists) may in writing waive the related Event of Default and rescind and annul such declaration and its consequences if: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all sums due and payable to the Credit Enhancer; and (B) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (iiC) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 (other than an Event of Default under Section 5.01(g)) should occur and be continuing, then and in every such case the Indenture Trustee or the Holders of at least representing a majority of the Outstanding Amount of the Notes of Securitization Bonds may declare the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, declare all the Notes Securitization Bonds 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 such Notesthe Securitization Bonds, 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 caseSecuritization Bonds, 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: (i) all payments of principal of and premium, if any, and interest on the respective Class all Securitization Bonds due and owing at such time as if such Event of Notes Default had not occurred and was not continuing and all other amounts that would then be due hereunder or in accordance with upon the terms of the Notes Securitization Bonds if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal or interest of the Notes Securitization Bonds that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default should occur and be continuing, 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 principal amount of the Notes of the Controlling ClassOutstanding, acting together voting as a single Classgroup, 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. If an Event of Default specified in Section 5.1(iv) or (v) occurs, all unpaid principal, together with all accrued and unpaid interest thereon, of all the Notes, and all other amounts payable hereunder, shall automatically become due and payable without any declaration or other act on the part of the Indenture Trustee or any Holder of the Notes. In the event of such declaration or automatic acceleration, the Indenture Trustee shall give prompt written notice to the Swap Counterparties. (b) 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 amount 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 of the Outstanding Amount principal amount of the Notes of the Controlling ClassOutstanding, acting together voting as a single Class, without the consent of the Certificateholder, in each casegroup, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of all Notes and all other amounts that would then be due hereunder or in accordance with upon such Notes or under the terms of the Notes Interest Rate Swap Agreements if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counselcounsel and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 continuingcontinuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreement, 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 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 3.28 to make a draw therefor. 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 Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 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: (a) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (i) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and; (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (biii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12; provided that no such waiver shall be effective following an Early Amortization Event if the requisite consents of the Noteholders and the Enhancer have been obtained with respect to a sale or other liquidation of the Trust Estate pursuant to Section 5.04(a). No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default should shall occur and be continuing, then and in every such case the Indenture Trustee or may, and if so directed in writing by the Holders of at least Notes representing not less than a majority of the Outstanding Amount of the Controlling Class of Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholdershall, declare all the Notes to be then 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 Outstanding 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 . (b) If an Event of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by Default under this Indenture shall have occurred, the Indenture Trustee as hereinafter may, or if so requested in this Article V provided, the writing by Holders of Notes representing at least a majority of the Outstanding Amount of the Controlling Class of Notes, shall, declare by written notice to the Issuer all of the Notes to be immediately due and payable, and upon any such declaration, the Outstanding Amount of the Notes, together with accrued interest thereon through the date of acceleration, shall become immediately due and payable as provided in the Notes set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. Notwithstanding anything to the contrary in this paragraph (b), if an Event of Default specified in clauses (d) or (e) of Section 5.01 shall have occurred and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon. (c) At any time after such declaration of acceleration of maturity has been made, the Holders of Notes representing a majority of the Outstanding Amount 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: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of the upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 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: (a) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (i) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and; (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (biii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default should occur and be continuing, 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 or the Indenture Trustee, at the request or direction of the Noteholders of Notes representing not less than a majority of the Controlling ClassOutstanding Amount, 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. . (b) 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 caseAmount, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if: (ai) the Issuer has paid or deposited with the Indenture Trustee Securities Intermediary a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of all Notes and all other amounts that would then be due hereunder or in accordance with the terms of the upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default should occur of the kind specified in clause (d) or (e) of Section 8.1 occurs, the unpaid principal amount of all of the Notes shall automatically become immediately due and be payable without notice, presentment or demand of any kind. If any other Event of Default occurs and is continuing, then and in each and every such case case, either the Indenture Trustee, at the written direction of either 100% of the VFN Noteholders or the Majority Noteholders of each Series, by notice in writing to the Issuer (and to the Indenture Trustee or if given by the Holders Noteholders), may declare the Note Balance of at least a majority of all the Outstanding Amount of the Notes of the Controlling Classand all interest and principal accrued and unpaid (if any) thereon to be due and payable immediately, acting together as a single Class, may, without the consent of the Certificateholder, declare all the Notes to and upon any such declaration each Note will become and will be immediately due and payable, anything in this Indenture, the related Indenture Supplement(s) or in the Notes to the contrary notwithstanding. Such payments are subject to the allocation, deposits and payment sections of this Indenture and of the related Indenture Supplement(s). (b) If a Payment Default occurs with respect to any Series or Class and is continuing, then and in each and every such case, unless the principal of all the Notes shall have already become due and payable, the Indenture Trustee, at the written direction of either the Administrative Agent or the Majority Noteholders of all Outstanding Notes, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), may declare the Note Balance of all the Notes then Outstanding and all interest and principal accrued and unpaid (if any) thereon and all other amounts due and payable under any Transaction Document to be due and payable immediately, and upon any such declaration the unpaid principal amount of such Notes, together with accrued same will become and unpaid interest thereon through the date of acceleration, shall become will be immediately due and payable. , and the Revolving Period with respect to such Series or Class shall immediately terminate notwithstanding anything in this Indenture, the related Indenture Supplement(s) or the Notes to the contrary. (c) At any time after such a declaration of acceleration of maturity has been made or an automatic acceleration has occurred with respect to the Notes of any Series or Class and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter hereafter provided in this Article V providedVIII, the Holders Majority Noteholders of Notes representing at least a majority of the all 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: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: pay (iA) all payments overdue installments of interest on such Notes, (B) the principal of such Notes which has become due otherwise than by such declaration of acceleration, and interest on thereon at the respective Class rate or rates prescribed therefor by the terms of such Notes, to the extent that payment of such interest is lawful, (C) interest upon overdue installments of interest at the rate or rates prescribed therefore by the terms of such Notes to the extent that payment of such interest is lawful, (D) all sums paid by the Indenture Trustee hereunder and the reasonable compensation, expenses and disbursements of the Indenture Trustee or Xxxxx Fargo Bank, N.A. (in any of its capacities), their agents and counsel, all other amounts that would then be due hereunder or to the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in all its capacities) under Section 4.5 and (E) all amounts due and payable to each Derivative Counterparty in accordance with the terms of the Notes if the Event of Default giving rise to such acceleration had not occurredany applicable Derivative Agreement; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal or interest of the such Notes that which has become due solely by such acceleration, have been cured or waived as provided in Section 5.128.15. No such rescission shall will affect any subsequent default or impair any right consequent theretothereon.

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 ClassNotes, acting together voting as a single Classclass (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by NMAC, mayNARC II or any of their Affiliates, without the consent unless at such time all of the CertificateholderNotes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates) 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 ClassNotes, acting together voting as a single Classclass (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by NMAC, without the consent NARC II or any of their Affiliates, unless at such time all of the CertificateholderNotes are held of record or beneficially owned by NARC II, in each caseNMAC or any of their Affiliates), 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 Securities Intermediary in the name of the Indenture Trustee a sum sufficient to pay: (i) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of the upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 (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: (ai) the Note Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and premium, if any, and interest on the respective Class all Notes of Notes all Series and all other amounts that would then be due hereunder or in accordance with the terms of the upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of DefaultDefault with respect to all Series, other than the nonpayment of the principal or interest of the Notes of all Series that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 (other than an Event of Default under Section 5.01(g)) should occur and be continuing, then and in every such case the Indenture Trustee or the Holders of at least representing a majority of the Outstanding Amount of the Notes of Storm Recovery Bonds may declare the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, declare all the Notes Storm Recovery Bonds to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee and the Commission if given by NoteholdersHolders), and upon any such declaration the unpaid principal amount of such Notesthe Storm Recovery Bonds, 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 caseStorm Recovery Bonds, by written notice to the Issuer Issuer, the Commission 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: (i) all payments of principal of and premium, if any, and interest on the respective Class all Storm Recovery Bonds due and owing at such time as if such Event of Notes Default had not occurred and was not continuing and all other amounts that would then be due hereunder or in accordance with upon the terms of the Notes Storm Recovery Bonds if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses; provided, that, the Indenture Trustee shall not be obligated to pay or advance any sums hereunder from its own funds after an Event of Default, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal or interest of the Notes Storm Recovery Bonds of such Series that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 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: (ai) the Issuer has paid or deposited with the Indenture Trustee or Securities Administrator a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and; (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bC) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 occurs and be is continuing, then and in every such case either the Indenture Bond Trustee or the Holders of at least Transition Bonds representing not less than a majority of the Outstanding Amount of the Notes Transition Bonds of the Controlling Class, acting together as a single Class, all Series may, without the consent of the Certificateholderbut need not, declare all the Notes Transition Bonds to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Bond Trustee if given by NoteholdersTransition Bondholders), and upon any such declaration the unpaid principal amount of such Notesthe Transition Bonds 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 Bond Trustee as hereinafter in this Article V provided, the Holders of Notes Transition Bonds representing at least a majority of the Outstanding Amount of the Notes Transition Bonds 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 Issuer and the Indenture Bond Trustee, may rescind and annul such declaration and its consequences if: (ai) the Issuer has paid or deposited with the Indenture Trustee Bond Trustee, for deposit in the General Subaccount of the Collection Account, a sum sufficient to pay: (iA) all payments of principal of and premium, if any, and interest on the respective Class all Transition Bonds of Notes all Series and all other amounts that would then be due hereunder or in accordance with the terms of the Notes upon such Transition Bonds if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Bond Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Bond Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes Transition Bonds of all Series that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default 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 principal amount of the Notes of the Controlling ClassOutstanding, acting together voting as a single Classgroup, 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. If an Event of Default specified in Section 5.1(iv) or (v) occurs, all unpaid principal, together with all accrued and unpaid interest thereon, of all the Notes, and all other amounts payable hereunder, shall automatically become due and payable without any declaration or other act on the part of the Indenture Trustee or any Holder of the Notes. In the event of such declaration or automatic acceleration, the Indenture Trustee shall give prompt written notice to the Swap Counterparty. (b) 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 amount 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 of the Outstanding Amount principal amount of the Notes of the Controlling ClassOutstanding, acting together voting as a single Class, without the consent of the Certificateholder, in each casegroup, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of all Notes and all other amounts that would then be due hereunder or in accordance with upon such Notes or under the terms of the Notes Interest Rate Swap Agreement if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counselcounsel and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 (other than an Event of Default under clause (vii) of Section 5.01) should occur and be continuing, 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 System Restoration Bonds may declare the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, declare all the Notes System Restoration Bonds 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 such Notesthe System Restoration Bonds, 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 caseSystem Restoration Bonds, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and premium, if any, and interest on the respective Class all System Restoration Bonds due and owing at such time as if such Event of Notes Default had not occurred and was not continuing and all other amounts that would then be due hereunder or in accordance with upon the terms of the Notes System Restoration Bonds if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes System Restoration Bonds that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 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: (ai) the Issuer has paid or deposited with the Indenture Trustee or Securities Administrator a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of under the Notes if the Event of Default giving rise to such acceleration had not occurred; and; (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. If an Issuer Event of Default should occur and be continuingcontinuing with respect to a Series, then and in every such case (unless the related Terms Indenture provides otherwise) the Indenture Trustee may, or at the direction of the Holders of at least a majority Bonds representing more than 50% of the Outstanding aggregate Principal Amount (or, in the case of a Class of Interest Only Bonds, the aggregate Notional Amount) of each Class of such Series, shall declare all of the Notes Bonds of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, declare all the Notes such Series 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 aggregate unpaid principal amount Principal Amount of such NotesBonds, together with accrued and unpaid interest thereon with respect thereto through the date end of accelerationthe applicable Interest Accrual Period, shall become immediately due and payablepayable on the next succeeding Payment Date and on each Payment Date thereafter, until all such principal and interest is paid in full, and unless such declaration and its consequences are earlier rescinded and annulled as provided in the following paragraph. 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 Bonds has been obtained by the Indenture Trustee as hereinafter provided in this Article V providedV, unless the related Terms Indenture provides otherwise, the Holders of Notes Bonds representing at least a majority more than 50% of the Outstanding aggregate Principal Amount (or, in the case of a Class of Interest Only Bonds, the aggregate Notional Amount) of each Class of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseSeries that has been declared due and payable, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if: (ai) the Issuer has paid or deposited with the Indenture Trustee or another Paying Agent a sum sufficient to pay: (iA) all payments of principal of of, premium, if any, on and interest on all Bonds of the respective Class of Notes Series that has been declared due and payable and all other amounts that which would then be due hereunder or in accordance with the terms of the Notes if the Issuer Event of Default giving rise to such acceleration had not occurred; and (iiB) all Administrative Expenses and Additional Expenses remaining unpaid with respect to the Series that has been declared due and payable, together with all sums paid or advanced by the Indenture Trustee or any other Paying Agent hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, fees, expenses, disbursements disbursement and advances of the Indenture Trustee Trustee, any other Paying Agents, and the Owner Trustee and their respective its agents and counsel; and; (bii) all Issuer Events of DefaultDefault with respect to the Series that has been declared due and payable, other than the nonpayment of the principal of or interest on Bonds of the Notes that has become due solely by such accelerationSeries, have been cured or waived as provided in Section 5.125.13; and (iii) any other conditions to such declaration and its consequences being rescinded and annulled have been satisfied. No Upon such rescission and annulment, the related Issuer Event of Default shall be deemed to have been cured; however, no such rescission and annulment shall affect any subsequent default Issuer Event of Default with respect to the affected Series or any Issuer Event of Default with respect to any other Series or impair any right consequent theretoor remedy which arises as a consequence thereof.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default under Section 5.01(g)) should occur and be continuing, 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 Securitization Bonds may declare the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, declare all the Notes Securitization Bonds 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 such Notesthe Securitization Bonds, 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 caseSecuritization Bonds, 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: (i) all payments of principal of and premium, if any, and interest on the respective Class all Securitization Bonds due and owing at such time as if such Event of Notes Default had not occurred and was not continuing and all other amounts that would then be due hereunder or in accordance with upon the terms of the Notes Securitization Bonds if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal or interest of the Notes Securitization Bonds that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default should occur and be continuing, then and in every such case case, unless the principal amount of the Notes shall have already become due and payable, either 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, 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 Noteholders)) setting forth the Event or Events of Default, 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. . (b) 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 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 consequences; provided, however, that no such rescission and annulment shall extend to or deposited with the Indenture Trustee a sum sufficient to pay: (i) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of the Notes if the affect any subsequent Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission shall affect any subsequent default or impair any right consequent thereto; and provided, further, that if the Indenture Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such rescission and annulment or for any other reason, or shall have been determined adversely to the Indenture Trustee, then and in every such case, the Indenture Trustee, the Issuer and the Noteholders, as the case may be, shall be restored to their respective former positions and rights hereunder, and all rights, remedies and powers of the Indenture Trustee, the Issuer and the Noteholders, as the case may be, shall continue as though no such proceedings had been commenced.

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 not less than 51% of the aggregate Outstanding Amount of the Notes all Classes of the Controlling ClassPrincipal Amount Notes, acting together as a single Class, may, without in either case with the 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 that declaration the unpaid principal amount of such the Principal Amount Notes, together with accrued and unpaid interest thereon on them through the date of acceleration, shall become immediately due and payable. At any time after such the 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 providedTrustee, the Holders of Notes representing at least a majority not less than 51% of the aggregate Outstanding Amount of the Notes of the Controlling Classall Classes, acting together as a single Class, without with the consent of the CertificateholderCredit Enhancer, in each caseor the Credit Enhancer, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such the declaration and its consequences if: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of on the Principal Amount Notes and interest on the respective Class of Interest Bearing Notes and all other amounts that would then be due hereunder under this Indenture or in accordance with the terms of on the Notes if the Event of Default giving rise to such the acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement this Indenture and the reasonable compensation, expenses, disbursements disbursements, and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has have become due solely by such the acceleration, have been cured or waived as provided in Section 5.125.13. No such rescission shall affect any subsequent default or impair any right consequent theretoto it.

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 a majority Notes representing not less than 66-2/3% 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 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, 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 of the Notes representing not less than 66-2/3% of the Controlling Class, acting together as a single Class, without the consent aggregate Note Balance 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: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: pay (ia) all payments of principal of and interest Interest Payment Amounts due on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and and (iib) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 (other than an Event of Default under Section 5.01(g)) should occur and be continuing, 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 Environmental Trust Bonds may declare the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, declare all the Notes Environmental Trust Bonds 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 such Notesthe Environmental Trust Bonds, 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 caseEnvironmental Trust Bonds, 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: (i) all payments of principal of and premium, if any, and interest on the respective Class all Environmental Trust Bonds due and owing at such time as if such Event of Notes Default had not occurred and was not continuing and all other amounts that would then be due hereunder or in accordance with upon the terms of the Notes Environmental Trust Bonds if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal or interest of the Notes Environmental Trust Bonds that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 continuingcontinuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreement, 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 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 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 3.29 to make a draw therefor. 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 Issuing Entity and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if: (ai) the Issuer Issuing Entity has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 (other than an Event of Default under Section 5.01(g)) should occur and be continuing, then and in every such case the Indenture Trustee or the Holders of at least representing a majority of the Outstanding Amount of the Notes of Energy Transition Bonds may declare the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, declare all the Notes Energy Transition Bonds 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 such Notesthe Energy Transition Bonds, 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 caseEnergy Transition Bonds, 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: (i) all payments of principal of and premium, if any, and interest on the respective Class all Energy Transition Bonds due and owing at such time as if such Event of Notes Default had not occurred and was not continuing and all other amounts that would then be due hereunder or in accordance with upon the terms of the Notes Energy Transition Bonds if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; provided, that, the Indenture Trustee shall not be obligated to pay or advance any sums hereunder from its own funds after an Event of Default; and (b) all Events of Default, other than the nonpayment of the principal or interest of the Notes Energy Transition Bonds that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default should occur (other than those specified in clauses (h) and be (i) of Section 5.01) occurs and is continuing, then and in every such case the Indenture Trustee or the Holders of at least a majority not less than 25% in aggregate Principal Amount of the Outstanding Securities 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 plus accrued and unpaid interest on all the Notes Outstanding Securities 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 principal amount of such Notes, together with Principal Amount plus accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default specified in clauses (h) and (i) of Section 5.01, the Principal Amount plus accrued and unpaid interest on all Outstanding Securities will ipso facto become due and payable without any declaration or other Act on the part of the Trustee or any Holder. (b) 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 in this Article V 5 provided, the Holders of Notes representing at least a majority in aggregate 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 caseSecurities, by written notice to the Issuer Company and the Indenture Trustee, may rescind and annul such declaration and its consequences ifif such rescission and annulment will not conflict with any judgment or decree of a court of competent jurisdiction and: (ai) the Issuer Company has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and overdue interest on the respective Class Securities, (B) the Principal Amount plus accrued and unpaid interest, Redemption Price or Fundamental Change Repurchase Price, as applicable, on any Securities which have become due otherwise than by such declaration of Notes and all other amounts that would then be due hereunder or in accordance with the terms of the Notes if the Event of Default giving rise to such acceleration had not occurred; acceleration, and (iiC) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective Trustee, its agents and counselcounsel and any other amounts due the Trustee under Section 6.07; and (bii) all Events of Default, other than the nonpayment non-payment of the principal or Principal Amount plus accrued and unpaid interest of the Notes that has on Securities which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.12. No such rescission shall affect any subsequent default or impair any right consequent theretothereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur occurs and is continuing, unless the principal of the Notes has already become due and payable, the Trustee by notice to the Company, or the Holders of not less than 25 percent in aggregate principal amount of the Notes then outstanding by notice to the Company and the Trustee may declare the outstanding principal of the Notes and any accrued and unpaid interest through the date of such declaration on all of the Notes to be immediately due and payable. Upon such a declaration, such outstanding principal amount and accrued and unpaid interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 6.1(6) or (7) of this Indenture occurs and is continuing, the outstanding principal amount of the Notes shall automatically become and be continuingimmediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount of the Notes then outstanding, on behalf of the Holders of all of the Notes, by notice to the Company and the Trustee (and without notice to any other Holder), may rescind any acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of the outstanding principal amount of any of the Notes that has become due solely as a result of acceleration and if all amounts due to the Trustee under Section 7.7 of this Indenture have been paid. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such waiver or rescission and annulment or for any other reason or shall have been determined adversely to the Trustee, 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 providedCompany, the Holders of Notes representing at least Notes, and the Trustee shall be restored respectively to their several positions and rights hereunder and all rights, remedies and powers of the Company, the Holders of Notes, and the Trustee shall continue as though no such proceeding had been taken. The Trustee shall within 90 days after a Trust Officer has knowledge of the occurrence of a Default or any Event of Default, mail to all Holders, as the names and addresses of such Holders appear upon the Note register, notice of all Defaults or Events of Default known to a Trust Officer, unless such Default or Event of Default is cured or waived before the giving of such notice and provided that, except in the case of default in the payment of the principal, interest or Redemption Price, as the case may be, on any of the Notes, the Trustee shall be protected in withholding such notice if and so long as a trust committee of directors and/or officers of the Trustee in good faith determines that the withholding of such notice is in the interest of the Holders. The Holders of a majority of the Outstanding Amount in principal amount of the Notes then outstanding shall have the right to direct the time, method and place of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each case, by written notice conducting any proceedings for any remedy available to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if: (a) subject to the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (i) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission shall affect any subsequent default or impair any right consequent theretolimitations specified herein.

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: (a) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (i) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and; (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (biii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 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: (ai) the Issuer Issuing Entity has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of all Notes and all other amounts that would then be due hereunder or in accordance with the terms of the upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 shall occur and be continuingcontinuing with respect to the Notes or if the Depositor or the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Sale and Servicing Agreement, then and in every such case the Indenture Trustee or Trustee, acting at the direction of the Holders of at least the Notes representing not less than a majority of the Outstanding Amount aggregate Note Balance of the Notes Notes, may (or shall in the case of a Master Servicer purchase under Section 8.08 of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, Sale and Servicing Agreement) 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), Trustee; and upon any such declaration declaration, the unpaid principal amount Note 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 a declaration of acceleration of maturity with respect to an Event of Default has been made with respect to the Notes 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 not less than a majority of the Outstanding Amount aggregate Note Balance of the Notes that caused the acceleration 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 such Event of Default and rescind and annul such declaration and its consequences if: (a) if the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (i) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and; (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (biii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 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: (ai) the Issuer Issuing Entity has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of all Notes and all other amounts that would then be due hereunder or in accordance with the terms of the upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or the Holders Noteholders of at least Notes evidencing 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 of the Certificateholder, Note Class 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. If an Event of Default specified in Section 5.1(iv) or (v) occurs, all unpaid principal, together with all accrued and unpaid interest thereon, of all the Notes, and all other amounts payable hereunder, shall automatically become due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. In the event of such declaration or automatic acceleration, the Indenture Trustee shall give prompt written notice to the Swap Counterparties. (b) 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 amount due has been obtained by the Indenture Trustee as hereinafter provided in this Article V providedV, the Holders Noteholders of Notes representing at least evidencing not less than a majority of the Outstanding Amount of the Notes Note Balance of the Controlling Note 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: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of all Notes and all other amounts that would then be due hereunder or in accordance with upon such Notes or under the terms of the Notes Interest Rate Swap Agreements if the Event of Default giving rise to such acceleration had not occurred; and; (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or the Holders Noteholders of at least Notes evidencing 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 of the Certificateholder, Note Class 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. If an Event of Default specified in Section 5.1(iv) or (v) occurs, all unpaid principal, together with all accrued and unpaid interest thereon, of all the Notes, and all other amounts payable hereunder, shall automatically become due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. In the event of such declaration or automatic acceleration, the Indenture Trustee shall give prompt written notice to the Qualified Institution or Qualified Trust Institution maintaining the Reserve Account and the Collection Account. (b) 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 amount due has been obtained by the Indenture Trustee as hereinafter provided in this Article V providedV, the Holders Noteholders of Notes representing at least evidencing not less than a majority of the Outstanding Amount of the Notes Note Balance of the Controlling Note 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: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of all Notes and all other amounts that would then be due hereunder or in accordance with the terms of the upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and; (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 (other than an Event of Default under Section 5.01(g)) should occur and be continuing, then and in every such case the Indenture Trustee or the Holders of at least representing a majority of the Outstanding Amount of the Notes of Storm Recovery Bonds may declare the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, declare all the Notes Storm Recovery Bonds to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee and the Commission if given by NoteholdersHolders), and upon any such declaration the unpaid principal amount of such Notesthe Storm Recovery Bonds, 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 caseStorm Recovery Bonds, by written notice to the Issuer Issuer, the Commission 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: (i) all payments of principal of and premium, if any, and interest on the respective Class all Storm Recovery Bonds due and owing at such time as if such Event of Notes Default had not occurred and was not continuing and all other amounts that would then be due hereunder or in accordance with upon the terms of the Notes Storm Recovery Bonds if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal or interest of the Notes Storm Recovery Bonds of such Series that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 the Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling ClassNotes, acting together voting as a single Classclass (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by the Issuer, mayNMAC, without the consent NARC II or any of their Affiliates, unless at such time all of the CertificateholderNotes are held of record or beneficially owned by the Issuer, NARC II, NMAC or any of their Affiliates) 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 ClassNotes, acting together voting as a single Classclass (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by the Issuer, without the consent NMAC, NARC II or any of their Affiliates, unless at such time all of the CertificateholderNotes are held of record or beneficially owned by the Issuer, in each caseNARC II, NMAC or any of their Affiliates), 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 Securities Intermediary in the name of the Indenture Trustee a sum sufficient to pay: (i1) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of the upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii2) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and. (b) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default should occur shall have occurred and be continuingcontinuing (other than an Event of Default specified in Section 5.01(d)), then and in every such case the Indenture Trustee in its discretion may, or if so requested in writing by the Holders of at least Noteholders representing a majority of the Outstanding Amount Note Balance of the Outstanding Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholdershall, declare by written notice to the Issuer 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 (but subject to clause (b) below) the unpaid principal amount of such Notesentire outstanding Note Balance, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable as provided in the Notes. If following the occurrence of an Event of Default (other than an Event of Default specified in Section 5.01(d)), the Indenture Trustee has not declared the Notes to be immediately due and payable, the Issuer shall continue to pay interest and principal on the Notes on each Payment Date in accordance with Section 5.04 of the Sale and Servicing Agreement, until the Notes are accelerated or until a liquidation, if any, of the Trust Estate. If an Event of Default specified in Section 5.01(d) shall have occurred and be continuing, the Notes shall automatically become immediately due and payable without any further action on the part of any Person. (b) At any time after such declaration of acceleration of maturity has been made pursuant to clause (a) above and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as provided hereinafter in this Article V providedV, the Holders of Notes Noteholders representing at least a majority of the Outstanding Amount Note Balance of the Outstanding Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseClass may, by written notice to the Issuer and the Indenture Trustee, may rescind such declaration and annul such declaration and its consequences if: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of all Notes and all other amounts that would then be due hereunder or in accordance with the terms of the upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee and its agents and counsel and the Owner reasonable compensation, expenses and disbursements of the Indenture Trustee and their respective its agents and counsel; and. (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 continuingcontinuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreement, 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 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 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 3.28 to make a draw therefor. 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 Issuing Entity and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if: (ai) the Issuer Issuing Entity has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 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 51% of the aggregate Outstanding Amount of the Notes all Classes of the Controlling ClassPrincipal Amount Notes, acting together as a single Class, may, without in either case with the 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 that declaration the unpaid principal amount of such the Principal Amount Notes, together with accrued and unpaid interest thereon on them through the date of acceleration, shall become immediately due and payable. At any time after such the 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 providedTrustee, the Holders of Notes representing at least a majority not less than 51% of the aggregate Outstanding Amount of the Notes of the Controlling Classall Classes, acting together as a single Class, without with the consent of the CertificateholderCredit Enhancer, in each caseor the Credit Enhancer, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such the declaration and its consequences if: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of on the Principal Amount Notes and interest on the respective Class of Interest Bearing Notes and all other amounts that would then be due hereunder under this Indenture or in accordance with the terms of on the Notes if the Event of Default giving rise to such the acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement this Indenture and the reasonable compensation, expenses, disbursements disbursements, and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has have become due solely by such the acceleration, have been cured or waived as provided in Section 5.125.13. No such rescission shall affect any subsequent default or impair any right consequent theretoto it.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur occurs and is continuing, unless the principal of the Notes has already become due and payable, the Trustee by notice to the Company, or the Holders of not less than 25 percent in aggregate principal amount of the Notes then outstanding by notice to the Company and the Trustee, may declare the outstanding principal of the Notes and any accrued and unpaid interest through the date of such declaration on all of the Notes to be immediately due and payable. Upon such a declaration, such outstanding principal amount and accrued and unpaid interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 6.1(6) or (7) of this Indenture occurs and is continuing, the outstanding principal amount of the Notes shall automatically become and be continuingimmediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount of the Notes then outstanding, on behalf of the Holders of all of the Notes, by notice to the Company and the Trustee (and without notice to any other Holder), may rescind any acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of the outstanding principal amount of any of the Notes that has become due solely as a result of acceleration and if all amounts due to the Trustee under Section 7.7 of this Indenture have been paid. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such waiver or rescission and annulment or for any other reason or shall have been determined adversely to the Trustee, 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 providedCompany, the Holders of Notes representing at least Notes, and the Trustee shall be restored respectively to their several positions and rights hereunder and all rights, remedies and powers of the Company, the Holders of Notes, and the Trustee shall continue as though no such proceeding had been taken. The Trustee shall within 90 days after a Trust Officer has knowledge of the occurrence of a Default or any Event of Default, mail to all Holders, as the names and addresses of such Holders appear upon the Note register, notice of all Defaults or Events of Default known to a Trust Officer, unless such Default or Event of Default is cured or waived before the giving of such notice and provided that, except in the case of default in the payment of the principal, interest or Redemption Price, as the case may be, on any of the Notes, the Trustee shall be protected in withholding such notice if and so long as a trust committee of directors and/or officers of the Trustee in good faith determines that the withholding of such notice is in the interest of the Holders. The Holders of a majority of the Outstanding Amount in principal amount of the Notes then outstanding shall have the right to direct the time, method and place of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each case, by written notice conducting any proceedings for any remedy available to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if: (a) subject to the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (i) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission shall affect any subsequent default or impair any right consequent theretolimitations specified herein.

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 continuing, 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 Transition Bonds may declare the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, declare all the Notes Transition Bonds 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 such Notesthe Transition Bonds, 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 caseTransition Bonds, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and premium, if any, and interest on the respective Class all Transition Bonds due and owing at such time as if such Event of Notes Default had not occurred and was not continuing and all other amounts that would then be due hereunder or in accordance with upon the terms of the Notes Transition Bonds if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes Transition Bonds that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 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: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all sums due and payable to the Credit Enhancer; (B) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and; (iiC) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 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: (a) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (i) all payments of principal of and interest on the respective Class of all Notes and all other amounts that would then be due hereunder or in accordance with the terms of the upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.125.12 below. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default should occur shall have occurred and be continuing and no Insurer Default shall have occurred and be continuing, then and in every such case the Indenture Trustee or Insurer shall have the Holders of at least a majority of right, but not the Outstanding Amount of the Notes of the Controlling Classobligation, acting together as a single Classupon prior written notice to each Rating Agency, may, without the consent of the Certificateholder, to declare all the Notes to be immediately due and payable, payable by a written notice in writing to the Issuer (Issuer, the Depositor, the Servicer and to the Indenture Trustee if given by Noteholders)Trustee, 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 The Indenture Trustee shall have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any time after such acceleration of the Notes, the Indenture Trustee shall continue to submit claims under the Policy with respect to the Notes and the Certificates. (b) If an Event of Default shall have occurred and be continuing and an Insurer Default shall have occurred and be continuing, the Indenture Trustee or the Holders of Notes evidencing not less than 66 2/3% of the Note Balance may, upon prior written notice to each Rating Agency, declare the Notes to be immediately due and payable by written notice to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount of acceleration the Notes, together with accrued and unpaid interest thereon through the date of maturity has acceleration, shall become immediately due and payable. (c) If the Notes have been made declared immediately due and payable following an Event of Default, before a judgment or decree for payment of the money amount 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 evidencing not less than 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 caseNote Balance, by written notice to the Issuer Issuer, the Depositor and the Indenture Trustee, may rescind and annul such declaration of acceleration and its consequences if: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (i) pay all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission shall affect any subsequent default or impair any right consequent thereto. (d) If an Event of Default shall have occurred and be continuing and no Insurer Default shall have occurred and be continuing, the Insurer may elect to prepay all or any portion of the Note Balance on any Distribution Date by depositing the principal amount to be prepaid, plus accrued but unpaid interest thereon to such Distribution Date, in the Collection Account in immediately available funds no later than 5:00 p.m., New York City time, on the Business Day preceding such Distribution Date; provided, however, that the Insurer shall fulfill its obligations under the Policy. (e) If an Event of Default shall have occurred and be continuing, no Insurer Default shall have occurred and be continuing and the Note Balance shall have been paid in full, the Insurer may elect to prepay all or any portion of the Certificate Balance on any Distribution Date by depositing the principal amount to be prepaid, plus accrued but unpaid interest thereon to such Distribution Date, in the Collection Account in immediately available funds no later than 5:00 p.m., New York City time, on the Business Day preceding such Distribution Date; provided, however, that the Insurer shall fulfill its obligations under the Policy.

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 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 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 and the Note Insurer 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 provided in this Article V providedV, the Note Insurer or, if a default by the Note Insurer 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: (ai) the Issuer has, or has caused to be, paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 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 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 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 the Swap Counterparty, may rescind and annul such declaration and its consequences if: (aA) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (i) all payments of principal of and interest on the respective Class of Notes Notes, all scheduled payments then due and payable under each Swap and all other amounts that would then be due hereunder or in accordance with the terms of hereunder, upon the Notes and under each Swap if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bB) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.125.13. No such rescission or annulment shall affect any subsequent default or impair any right consequent thereto. No such rescission or annulment shall affect a Swap or any Swap Transaction that has been terminated in accordance with the terms thereof.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default under Section 5.01(g)) should occur and be continuing, then and in every such case the Indenture Trustee (which may be at the direction of Holders representing not less than a majority of the Outstanding Amount of Deferred Fuel Cost Bonds) or the Holders of at least representing not less than a majority of the Outstanding Amount of the Notes of Deferred Fuel Cost Bonds may declare the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, declare all the Notes Deferred Fuel Cost Bonds 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 such Notesthe Deferred Fuel Cost Bonds, 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, V; provided that 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 caseDeferred Fuel Cost Bonds, 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: (i) all payments of principal of and premium, if any, and interest on the respective Class all Deferred Fuel Cost Bonds due and owing at such time as if such Event of Notes Default had not occurred and was not continuing and all other amounts that would then be due hereunder or in accordance with upon the terms of the Notes Deferred Fuel Cost Bonds if the Event of Default giving rise to such acceleration had not occurredoccurred and was not continuing; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expensesindemnities, fees, costs and expenses (including attorneys’ fees and expenses and court costs) of the Indenture Trustee; provided that the Indenture Trustee shall not be obligated in any way to pay or advance any sums hereunder from its own funds after an Event of Default, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal or interest of the Notes Deferred Fuel Cost Bonds that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 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: (a) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (i) all payments of principal of and interest on the respective Class of all Notes and all other amounts that would then be due hereunder or in accordance with the terms of the upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (biii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. If any Event of Default (other than an Event of Default should occur specified in Section 501(7) above) occurs and be is continuing, then and in every such case the Indenture Trustee or the Holders of at least a majority 25% in principal amount of the Outstanding Amount of Notes issued under this Indenture may declare the Notes of the Controlling Classprincipal, acting together as a single Classpremium, mayif any, without the consent of the Certificateholder, declare interest and any other monetary obligations on all the Outstanding Notes to be immediately due and payablepayable immediately, by a notice in writing to the Issuer (and to the Indenture Trustee if given by NoteholdersHolders); provided that no such declaration may occur with respect to any action taken, and upon any such declaration the unpaid principal amount of such Notesreported publicly or to Holders, together with accrued and unpaid interest thereon through more than two years prior to the date of accelerationsuch declaration. The Trustee shall have no obligation to accelerate the Notes if in the best judgment of the Trustee acceleration is not in the best interest of the Holders. The Trustee shall have no obligation to determine when or if any Holders have been notified of any such action or to track when such two-year period starts or concludes. Any time period to cure any actual or alleged Default or Event of Default may be extended or stayed by a court of competent jurisdiction. Any notice of Default, shall become immediately due and payable. At any time after such declaration notice of acceleration or instruction to the Trustee to provide a notice of maturity has been made Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (each a “Directing Holder”) must be accompanied by a written representation from each such Holder delivered to the Co-Issuers and before the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that have represented to such Holder that they are not) Net Short (a judgment “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default shall be deemed a continuing representation until the resulting Event of Default is cured or decree for payment otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the money due has been obtained Co-Issuers with such other information as the Co-Issuers may reasonably request from time to time in order to verify the accuracy of such Noteholder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing at least a majority of the Outstanding Amount beneficial owner of the Notes in lieu of DTC or its nominee, and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Controlling ClassNotes, acting together as the Co-Issuers determine in good faith that there is a single Classreasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provide to the Trustee an Officer’s Certificate stating that the Co-Issuers have initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Co-Issuers provide to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the consent participation of such Holder, the Certificateholderpercentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio (other than any indemnity such Directing Holder may have offered the Trustee), with the effect that such Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default. Notwithstanding anything in each case, by written notice the preceding two paragraphs to the Issuer and contrary, any Noteholder Direction delivered to the Indenture Trustee, may rescind and annul such declaration and its consequences if: (aTrustee during the pendency of an Event of Default specified in Section 501(7) the Issuer has paid or deposited shall not require compliance with the Indenture foregoing paragraphs of this Section 502(a). For the avoidance of doubt, the Trustee a sum sufficient shall be entitled to pay: (i) all payments of principal of and interest conclusively rely on the respective Class of Notes and all other amounts that would then be due hereunder or any Noteholder Direction delivered to it in accordance with this Indenture, shall have no duty to inquire as to or investigate the terms accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee shall have no liability to the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid Co-Issuers, any Holder or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective agents and counsel; and (b) all Events of Default, any other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided Person in Section 5.12. No such rescission shall affect any subsequent default or impair any right consequent theretoacting in good faith on a Noteholder Direction.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should referred to in clause (c) or (g) of Section 9.1 has occurred, the unpaid principal amount of all Series of Notes, together with interest accrued but unpaid thereon, and all other amounts due to the Noteholders under this Base Indenture and each Indenture Supplement, shall immediately and without further act become due and payable. If any Event of Default referred to in clause (a), (b), (d), or (e) of Section 9.1 has occurred and is continuing, then the Indenture Trustee or the Requisite Noteholders may, by written notice delivered to an Authorized Officer of the Issuer (and to a Responsible Officer of the Indenture Trustee if given by the Noteholders) (such notice, a “Notice of Acceleration”), declare all of the Notes to be immediately due and payable, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. If an Event of Default referred to in clause (f) of Section 9.1 shall occur and be continuingcontinuing with respect to any Series of Notes, then and in every such case the Indenture Trustee or the Holders of at least a majority Majority in Interest of the Outstanding Amount such Series of the Notes may give a Notice 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 Acceleration to the Issuer (and to the Indenture Trustee Trustee, if given by Noteholders)the Noteholders of such Series of Notes) declaring all the Notes of such Series to be immediately due and payable and, and upon any such declaration 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 a Notice of acceleration of maturity Acceleration has been made delivered with respect to the Notes (or a particular Series of Notes) and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter set forth in this Article V provided9, the Requisite Noteholders (or, in the case of the acceleration of a particular Series of Notes, the Holders of Notes representing at least a majority of the Outstanding Amount Majority in Interest 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 Trustee, may rescind and annul the declaration made in such declaration Notice of Acceleration and its consequences if: (a) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (i) all payments of principal of and interest on the respective Class of Notes and all other amounts consequences; provided, that would then be due hereunder or in accordance with the terms of the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No no such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default should shall occur and be continuing, then and in every such case the Indenture Trustee or may, and if so directed in writing by the Holders of at least Notes representing not less than a majority of the Outstanding Amount of the Controlling Class of Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholdershall, declare all the Notes to be then 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 Outstanding 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 . (b) If an Event of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by Default under this Indenture shall have occurred, the Indenture Trustee as hereinafter may, or if so requested in this Article V provided, the writing by Holders of Notes representing at least a majority of the Outstanding Amount of the Controlling Class of Notes, shall, declare by written notice to the Issuer all of the Notes to be immediately due and payable, and upon any such declaration, the Outstanding Amount of the Notes, together with accrued interest thereon through the date of acceleration, shall become immediately due and payable as provided in the Notes set forth in Exhibit A-0, Xxxxxxx X-0-X, Exhibit A-2-B, Exhibit A-0, Xxxxxxx X-0, Exhibit B and Exhibit C. Notwithstanding anything to the contrary in this paragraph (b), if an Event of Default specified in clauses (d) or (e) of Section 5.01 shall have occurred and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon. (c) At any time after such declaration of acceleration of maturity has been made, the Holders of Notes representing a majority of the Outstanding Amount 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: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of the upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default should occur under this Indenture shall have occurred and be continuing, then and in every such case continuing at any time when the Indenture Trustee is the Controlling Party, the Indenture Trustee in its discretion may, or the if so requested in writing by Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholdershall, declare by written notice to the Issuer 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 declaration, the unpaid principal amount Outstanding Amount of such the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. Notwithstanding anything to the contrary in this paragraph (a), if an Event of Default specified in clauses (iv) or (v) of Section 5.01 shall have occurred and be continuing at any time when the Indenture Trustee is the Controlling Party, the Notes shall become immediately due and payable at par, together with accrued interest thereon. (b) [Reserved]. (c) [Reserved]. (d) 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: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of all Notes and all other amounts that would then be due hereunder or in accordance with the terms of the upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee and its agents and counsel and the reasonable compensation, expenses and disbursements of the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 at the written direction of the Bond Insurer (which such written direction shall include a statement to the effect that such acceleration is at the sole option of the Bond Insurer), or the if a Bond Insurer Default exists Holders of at least Bonds representing not less than a majority of the Outstanding Amount Bond Principal Balances of all Bonds may declare the Notes of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, declare all the Notes Bonds to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by NoteholdersBondholders), and upon any such declaration the unpaid principal amount Bond Principal Balance of such Notesthe Bonds, 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 Bond Insurer, unless a Bond Insurer Default exists, or the Holders of Notes Bonds representing at least a majority of the Outstanding Amount Bond Principal Balances of the Notes of the Controlling Class, acting together as all Bonds if a single Class, without the consent of the Certificateholder, in each caseBond 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: (ai) the Issuer or the Bond Insurer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of Notes Bonds and all other amounts that would then be due hereunder or in accordance with upon the terms of the Notes Bonds if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes Bonds that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. provided, however, the Bond Insurer, so long as no Bond Insurer Default exists, may waive an Event of Default regardless of Section 5.02(i) above. 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 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: (a) the Issuer Issuing Entity has paid or deposited with the Indenture Trustee a sum sufficient to pay: (i) all payments of principal of of, and interest on the respective Class of on, all Outstanding Notes and all other amounts that would then be due hereunder or in accordance with the terms of the upon such Notes if the Event of Default giving rise to such acceleration had not occurred; (ii) any Swap Termination Payment other than a Defaulted Swap Termination Payment; and (iiiii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective Trustee, its agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has have become due solely by such acceleration, have been cured or waived as provided in Section 5.125.14 hereof. No such rescission shall affect any subsequent default Default or impair any right consequent theretothereon.

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: (a) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (i) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder (including all payments payable to the Holder of the Revolving Liquidity Note under the Revolving Liquidity Note Agreement and the Swap Counterparty under the Interest Rate Swap Agreement) or in accordance with the terms of the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 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: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and. (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 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: (ai) the Issuer Issuing Entity has paid or deposited with the Indenture Trustee or Securities Administrator a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of under the Notes if the Event of Default giving rise to such acceleration had not occurred; and; (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 occurs and is continuing, unless the principal of the Notes has already become due and payable, the Trustee by notice to the Company, or the Holders of not less than 25 percent in aggregate principal amount of the Notes then outstanding by notice to the Company and the Trustee may declare the outstanding principal of the Notes and any accrued and unpaid interest through the date of such declaration on all of the Notes to be immediately due and payable. Upon such a declaration, such outstanding principal amount and accrued and unpaid interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 6.01(4) or (5) of the Indenture or Section 5.01(6) of this Supplemental Indenture occurs and is continuing, the outstanding principal amount of the Notes shall automatically become and be continuingimmediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount of the Notes then outstanding, on behalf of the Holders of all of the Notes, by notice to the Company and the Trustee (and without notice to any other Holder), may rescind any acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of the outstanding principal amount of any of the Notes that has become due solely as a result of acceleration and if all amounts due to the Trustee under Section 7.07 of the Indenture have been paid. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. In case the Trustee shall have proceeded to enforce any right under this Supplemental Indenture and such proceedings shall have been discontinued or abandoned because of such waiver or rescission and annulment or for any other reason or shall have been determined adversely to the Trustee, 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 providedCompany, the Holders of Notes representing at least Notes, and the Trustee shall be restored respectively to their several positions and rights hereunder and all rights, remedies and powers of the Company, the Holders of Notes, and the Trustee shall continue as though no such proceeding had been taken. The Trustee shall within 90 days after a Trust Officer has knowledge of the occurrence of a Default or any Event of Default, mail to all Holders, as the names and addresses of such Holders appear upon the Note register, notice of all Defaults or Events of Default known to a Trust Officer, unless such Default or Event of Default is cured or waived before the giving of such notice and provided that, except in the case of default in the payment of the principal, interest or Redemption Price, as the case may be, on any of the Notes, the Trustee shall be protected in withholding such notice if and so long as a trust committee of directors and/or officers of the Trustee in good faith determines that the withholding of such notice is in the interest of the Holders. The Holders of a majority of the Outstanding Amount in principal amount of the Notes then outstanding shall have the right to direct the time, method and place of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each case, by written notice conducting any proceedings for any remedy available to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if: (a) subject to the Issuer has paid or deposited with limitations specified in the Indenture Trustee a sum sufficient to pay: (i) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission shall affect any subsequent default or impair any right consequent theretoIndenture.

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: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an any Event of Default should occur occurs under subparagraph (d) of Section 11.1, the principal of each Class of Notes, together with accrued and unpaid interest thereon, will automatically be continuingaccelerated and become immediately due and payable. If any other Event of Default occurs, then (A) the Insurer, if no Insurer Default has occurred and in every such case is continuing or (B) during the Indenture Trustee or continuation of an Insurer Default, the Majority 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 may accelerate the Notes by declaring the principal of each Class of Notes, together with accrued and unpaid interest thereon to be immediately due and payable, by a notice in writing to the Issuer (Issuer, the Trustee, the Insurer and to the Indenture Trustee if given by Noteholders), Swap Counterparty and upon any such declaration the unpaid such principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. . (b) At any time after such an acceleration or declaration of acceleration of maturity 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 providedIndenture, such acceleration may be rescinded by (A) the Insurer, if no Insurer Default has occurred and is continuing or (B) during the continuation of an Insurer Default, the Holders of Notes representing at least a majority greater than 50% of the Outstanding Aggregate Principal 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 Issuer, 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: (i) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12Swap Counterparty. No such rescission shall affect any subsequent default Event of Default or impair any right consequent theretothereon. (c) If an Event of Default has occurred and the Notes have been accelerated, payments will continue to be made in accordance with the Priority of Payment unless a Rapid Amortization Event has also occurred, in which case payments will be made as provided in Section 3.1 upon the occurrence of a Rapid Amortization Event; provided, however, if the Trustee has sold the Collateral under this Indenture, then payments shall be made as provided in Section 11.7.

Acceleration of Maturity; Rescission and Annulment. 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: (ai) the Issuer Issuing Entity has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 (other than an Event of Default under clause (vii) of Section 5.01) should occur and be continuing, 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 Phase-In-Recovery Bonds may declare the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, declare all the Notes Phase-In-Recovery Bonds 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 such Notesthe Phase-In-Recovery Bonds, 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 casePhase-In-Recovery Bonds, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (i1) all payments of principal of and premium, if any, and interest on the respective Class all Phase-In-Recovery Bonds due and owing at such time as if such Event of Notes Default had not occurred and was not continuing and all other amounts that would then be due hereunder or in accordance with upon the terms of the Notes Phase-In-Recovery Bonds if the Event of Default giving rise to such acceleration had not occurred; and (ii2) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes Phase-In-Recovery Bonds that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 written direction of the Holders of at least Bonds representing not less than a majority of the Outstanding Amount aggregate Bond Principal Balance of the Notes of Bonds may declare the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, declare all the Notes Bonds 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 NoteholdersBondholders), and upon any such declaration the unpaid principal amount Bond Principal Balance of such Notesthe Bonds, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable; provided, however, that for purposes of this sentence and for purposes of this Article V, unless a Bond Insurer Default exists, the Bond Insurer may exercise the rights of all of the Holders of the Class A Bonds. 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 Bonds representing at least not less than a majority of the Outstanding Amount aggregate Bond Principal Balance of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseBonds, 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: (ai) the Issuer or the Bond Insurer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of Notes Bonds and all other amounts that would then be due hereunder or in accordance with upon the terms of the Notes Bonds if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes Bonds that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12; provided, however, the Bond Insurer, so long as no Bond Insurer Default exists, may waive an Event of Default regardless of Section 5.02(i) above. 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 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: (a) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (i) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and; (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (biii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 (other than an Event of Default under Section 5.01(g)) should occur and be continuing, 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 Securitization Bonds may declare the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, declare all the Notes Securitization Bonds to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee and the Indiana Commission if given by NoteholdersHolders), and upon any such declaration the unpaid principal amount of such Notesthe Securitization Bonds, 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 caseSecuritization Bonds, by written notice to the Issuer Issuer, the Indiana Commission 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: (i) all payments of principal of and premium, if any, and interest on the respective Class all Securitization Bonds due and owing at such time as if such Event of Notes Default had not occurred and was not continuing and all other amounts that would then be due hereunder or in accordance with upon the terms of the Notes Securitization Bonds if the Event of Default giving rise to such acceleration had not occurredoccurred and was not continuing; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expensesindemnities and expenses of the Indenture Trustee; provided, that, the Indenture Trustee shall not be obligated to pay or advance any sums hereunder from its own funds after an Event of Default, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal or interest of the Notes Securitization Bonds that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 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 on request of the Holders of Notes representing not less than 50% of the Note Balance of the Outstanding Notes of the related Class, shall, declare all the such Notes to be immediately due and payable, payable by a notice in writing to the Issuer (and to the Indenture Trustee if given by NoteholdersNoteholders of the related Class of Notes), and upon any such declaration such Notes, in an amount equal to the unpaid principal amount 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, 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 related Class of 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 Note Insurer or the Holders of Notes representing at least a majority more than 50% of the Note Balance of the Outstanding Amount of the Notes of the Controlling related Class, acting together as a single Class, without with 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: (a) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (i) all payments of principal of of, and interest on on, all the respective Class of related Notes and all other amounts that would then be due hereunder or in accordance with the terms of the upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective Trustee, its agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal or interest of the related Notes that has have become due solely by such acceleration, have been cured or waived as provided in Section 5.125.14. No such rescission shall affect any subsequent default Default or impair any right consequent theretothereon.

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: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and; (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 (other than an Event of Default under Section 5.01(g)) should occur and be continuing, 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 Securitized Utility Tariff Bonds may declare the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, declare all the Notes Securitized Utility Tariff Bonds to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee and the Kansas Commission if given by NoteholdersHolders), and upon any such declaration the unpaid principal amount of such Notesthe Securitized Utility Tariff Bonds, 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 provided in this Article V providedV, 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 caseSecuritized Utility Tariff Bonds, by written notice to the Issuer Issuer, the Kansas Commission 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: (i) all payments of principal of and premium, if any, and interest on the respective Class all Securitized Utility Tariff Bonds due and owing at such time as if such Event of Notes Default had not occurred and was not continuing and all other amounts that would then be due hereunder or in accordance with upon the terms of the Notes Securitized Utility Tariff Bonds if the Event of Default giving rise to such acceleration had not occurredoccurred and was not continuing; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expensesindemnities and expenses of the Indenture Trustee; provided, that, the Indenture Trustee shall not be obligated to pay or advance any sums hereunder from its own funds after an Event of Default, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal or interest of the Notes Securitized Utility Tariff Bonds that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default should shall occur and be continuing, then and in every such case the Indenture Trustee may, or the Indenture Trustee if so directed in writing by 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 Certificateholdershall, declare all the Notes to be then 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 Outstanding 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 . (b) If an Event of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by Default under this Indenture shall have occurred, the Indenture Trustee as hereinafter in this Article V providedits discretion may, the or if so requested in writing by Holders of Notes representing at least a majority of the Outstanding Amount of the Notes Notes, shall, declare by written notice to the Issuer all of the Controlling ClassNotes to be immediately due and payable, acting together as a single Classand upon any such declaration, without the consent Outstanding Amount of the CertificateholderNotes, together with accrued interest thereon through the date of acceleration, shall become immediately due and payable as provided in each casethe Notes set forth in Exhibit X-0, Xxxxxxx X-0, Exhibit A-3 and Exhibit A-4. Notwithstanding anything to the contrary in this paragraph (b), if an Event of Default specified in clauses (d) or (e) of Section 5.01 shall have occurred and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon. (c) At any time after such declaration of acceleration of maturity has been made, the Holders of Notes representing a majority of the Outstanding Amount of the Notes, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of the upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expensesindemnity, reimbursement, expenses and disbursements and advances of the Indenture Trustee and its agents and counsel and the reasonable compensation, expenses and disbursements of the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default should occur occurs and be is continuing, then and in every such case the Indenture Trustee or the Holders Noteholders of at least 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 of the Certificateholder, Class 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 the Noteholders), and upon . Upon any such declaration declaration, the unpaid principal amount Note Balance of such the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall will become immediately due and payable. At If an Event of Default specified in Section 5.1(a)(iv) occurs, all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become due and payable without any time after such declaration or other act on the part 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 providedor any Noteholder. Upon any such declaration or automatic acceleration, the Holders Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) or Qualified Trust Institution maintaining a Bank Account. (b) The Noteholders of Notes 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 of the Certificateholder, in each case, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such a declaration of acceleration of maturity and its consequences before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum an amount sufficient to pay: (iA) pay all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder under this Indenture or in accordance with the terms of upon the Notes if the Event of Default giving rise to such acceleration had not occurred; , (B) pay all amounts owed to the Indenture Trustee under Section 6.7, and (C) pay all other outstanding fees and expenses of the Issuer, and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.125.14. No such rescission shall will affect any subsequent default or impair any right consequent theretoresulting from such rescission.

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 written 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, Note Insurer in each casethe absence of a Note Insurer Default, by written notice to the Issuer Trust and the Indenture Trustee, may rescind and annul such declaration and its consequences if: (a) the Issuer Trust has paid or deposited with the Indenture Trustee a sum sufficient to pay: (i) all payments of principal of of, and interest on the respective Class of on, all Outstanding Notes and all other amounts that would then be due hereunder or in accordance with the terms of the upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective Trustee, its agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has have become due solely by such acceleration, have been cured or waived as provided in Section 5.125.14 hereof. No such rescission shall affect any subsequent default Default or impair any right consequent theretothereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default under Section 5.01(g)) should occur and be continuing, 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 Securitized Utility Tariff Bonds may declare the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, declare all the Notes Securitized Utility Tariff Bonds to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee and the Kansas Commission if given by NoteholdersHolders), and upon any such declaration the unpaid principal amount of such Notesthe Securitized Utility Tariff Bonds, 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 caseSecuritized Utility Tariff Bonds, by written notice to the Issuer Issuer, the Kansas Commission 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: (i) all payments of principal of and premium, if any, and interest on the respective Class all Securitized Utility Tariff Bonds due and owing at such time as if such Event of Notes Default had not occurred and was not continuing and all other amounts that would then be due hereunder or in accordance with upon the terms of the Notes Securitized Utility Tariff Bonds if the Event of Default giving rise to such acceleration had not occurredoccurred and was not continuing; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expensesindemnities and expenses of the Indenture Trustee; provided, that, the Indenture Trustee shall not be obligated to pay or advance any sums hereunder from its own funds after an Event of Default, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal or interest of the Notes Securitized Utility Tariff Bonds that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 continuingcontinuing or if the Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreement, 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 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 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 3.28 to make a draw therefor. 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 Issuing Entity and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if: (ai) the Issuer Issuing Entity has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 the Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling ClassNotes, acting together voting as a single Classclass (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by NMAC, mayNARC II or any of their Affiliates, without the consent unless at such time all of the CertificateholderNotes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates) 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 ClassNotes, acting together voting as a single Classclass (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by NMAC, without the consent NARC II or any of their Affiliates, unless at such time all of the CertificateholderNotes are held of record or beneficially owned by NARC II, in each caseNMAC or any of their Affiliates), 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 Securities Intermediary in the name of the Indenture Trustee a sum sufficient to pay: (i1) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of the upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii2) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and. (b) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 (other than an Event of Default under clause (vii) of Section 5.01) should occur and be continuing, 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 Consumer Rate Relief Bonds may declare the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, declare all the Notes Consumer Rate Relief Bonds 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 such Notesthe Consumer Rate Relief Bonds, 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 caseConsumer Rate Relief Bonds, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and premium, if any, and interest on the respective Class all Consumer Rate Relief Bonds due and owing at such time as if such Event of Notes Default had not occurred and was not continuing and all other amounts that would then be due hereunder or in accordance with upon the terms of the Notes Consumer Rate Relief Bonds if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes Consumer Rate Relief Bonds that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 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 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 accrued and unpaid interest thereon through the date of acceleration, (or specified amount) shall become immediately due and payable. 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 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: (a) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (i) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of the Notes if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective agents and counsel; and (b) all Events of DefaultDefault with respect to the Notes, other than the nonpayment non-payment of the principal or interest of the Notes that has which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.12413. No such rescission shall affect any subsequent default or impair any right consequent theretothereon. Upon receipt by the Trustee of any declaration of acceleration, or any rescission and annulment of any such declaration pursuant to this Section 402, a record date shall automatically and without any other action by any Person be set for the purpose of determining the Holders of the Outstanding Notes entitled to join in such declaration, or rescission and annulment, as the case may be, which record date shall be the close of business on the day the Trustee receives such declaration, or rescission and annulment, as the case may be. The Holders of the Outstanding Notes on such record date (or their duly appointed agents), and only such Persons, shall be entitled to join in such declaration, or rescission and annulment, as the case may be, whether or not such Holders remain Holders after such record date; provided that, unless such declaration, or rescission an annulment, as the case may be, shall have become effective by virtue of Holders of the requisite principal amount of the Outstanding Notes on such record date (or their duly appointed agents) having joined therein on or prior to the 90th day after such record date, such declaration, or rescission and annulment, as the case may be, shall automatically and without any action by any Person be cancelled and of no further effect. Nothing in this paragraph shall prevent a Xxxxxx (or a duly appointed agent thereof) from giving, before or after the expiration of such 90-day period, a declaration of acceleration, or a rescission and annulment of any such declaration, contrary to or different from, or, after the expiration of such period, identical to, a declaration, or rescission and annulment, as the case may be, that has been cancelled pursuant to the proviso to the preceding sentence, in which event a new record date in respect thereof shall be set pursuant to this paragraph.

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 Bonds representing not less than a majority of the Outstanding Amount aggregate Bond Principal Balance of the Notes of Bonds may declare the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, declare all the Notes Bonds 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 NoteholdersBondholders), and upon any such declaration the unpaid principal amount Bond Principal Balance of such Notesthe Class A Bonds and Class M Bonds, 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 Notes the Bonds representing at least not less than a majority of the Outstanding Amount aggregate Bond Principal Balance of the Notes of the Controlling Class, acting together as a single Class, without the consent of the Certificateholder, in each caseBonds, 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: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and interest on the respective Class of Notes Bonds and all other amounts that would then be due hereunder or in accordance with upon the terms of the Notes Bonds if the Event of Default giving rise to such acceleration had not occurred; and; (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bC) all amounts owed to the Derivative Contract Counterparty; and (ii) all Events of Default, other than the nonpayment of the principal or interest of the Notes Bonds that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 (other than an Event of Default under clause (vii) of Section 5.01) should occur and be continuing, 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 Storm Recovery Bonds may declare the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, declare all the Notes Storm Recovery Bonds 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 such Notesthe Storm Recovery Bonds, 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 caseStorm Recovery Bonds, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and premium, if any, and interest on the respective Class all Storm Recovery Bonds due and owing at such time as if such Event of Notes Default had not occurred and was not continuing and all other amounts that would then be due hereunder or in accordance with upon the terms of the Notes Storm Recovery Bonds if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of Default, other than the nonpayment of the principal or interest of the Notes Storm Recovery Bonds that has have become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default should occur occurs and be is continuing, then and in every such case the Indenture Trustee or the Holders Noteholders of at least 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 of the Certificateholder, Class 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 the Noteholders), and upon . Upon any such declaration declaration, the unpaid principal amount Note Balance of such the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall will become immediately due and payable. At If an Event of Default described in Section 5.1(a)(iv) occurs, all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become due and payable without any time after such declaration or other act on the part 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 providedor any Noteholder. Upon any such declaration or automatic acceleration, the Holders Indenture Trustee will promptly notify each Noteholder and each Qualified Institution (if not the Indenture Trustee) or Qualified Trust Institution maintaining a Bank Account. (b) The Noteholders of Notes 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 of the Certificateholder, in each case, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such a declaration of acceleration of maturity and its consequences before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum an amount sufficient to pay: (iA) pay all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder under this Indenture or in accordance with the terms of upon the Notes if the Event of Default giving rise to such acceleration had not occurred; , (B) pay all amounts owed to the Indenture Trustee under Section 6.7, and (C) pay all other outstanding fees and expenses of the Issuer, and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective agents and counsel; and (b) all Events of Default, other than the nonpayment non-payment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.125.14. No such rescission shall will affect any subsequent default or impair any right consequent theretoresulting from such rescission.

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, Majority Noteholders may 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. 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: (aA) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (i) all payments of principal of and interest on the respective Class of Notes Notes, all scheduled payments then due and payable under each Hedge Agreement and all other amounts that would then be due hereunder or in accordance with the terms of hereunder, upon the Notes and each Hedge Agreement if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bB) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission or annulment shall affect any subsequent default or impair any right consequent thereto. No such rescission or annulment shall affect a Hedge Agreement or any Hedge Transaction that has been terminated in accordance with the terms thereof.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur other than an Event of Default under Section 5.01(vii) occurs and be is continuing, then and in every such case either the Indenture Trustee or the Holders of at least holding not less than a majority of the Outstanding Amount of the Notes Transition Bonds of the Controlling ClassSeries with respect to which an Event of Default has occurred, acting together voting as a single Classclass, may, without the consent of the Certificateholderbut need not, declare all the Notes Transition 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 NoteholdersTransition Bondholders), and upon any such declaration the unpaid principal amount of the Transition 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 holding not less than a majority of the Outstanding Amount of the Notes Transition 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: (ai) the Issuer has paid or deposited with the Indenture Trustee Trustee, for deposit in the General Subaccount of the Collection Account of such Series, a sum sufficient to pay: (iA) all payments of principal Principal of and interest premium, if any, and Interest on the respective Class all Transition Bonds of Notes such Series due and owing at such time as if such Event of Default had not occurred and was not continuing and all other amounts that would then be due hereunder or in accordance with the terms of the Notes upon such Transition Bonds as if the Event of Default giving rise to such acceleration had not occurredoccurred and was not continuing; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement with respect to such Series and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counselcounsel with respect to such Series; and (bii) all Events of Default, Default other than the nonpayment of the principal or interest Principal of the Notes Transition Bonds of the Series that has become due solely by such acceleration, acceleration have been cured or waived as provided in Section 5.12. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

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: (a) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (i) all payments overdue installments of interest on all Notes and interest thereon at the rate borne by such Notes from the time such overdue interest first became due until the date when paid; (ii) the principal of any Notes which has become due otherwise than by such declaration of acceleration and interest on thereon at the respective Class of rate borne by such Notes and all other amounts that would then be from the time such principal first became due hereunder or in accordance with until the terms of the Notes if the Event of Default giving rise to such acceleration had not occurreddate when paid; and (iiiii) all sums paid or advanced advanced, together with interest thereon, by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement any Noteholder hereunder, and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and Noteholders, their respective agents and counselcounsel incurred in connection with the enforcement of this Indenture to the date of such payment or deposit; and (b) all Events of Default, other than the nonpayment of the principal or interest on any of the Notes that which has become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.126.15. No such rescission shall affect any subsequent default or impair any right consequent theretothereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default (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 representing not less than a majority of the Outstanding Amount of the Notes Transition Bonds of such Series may declare the Controlling Class, acting together as a single Class, may, without the consent Transition Bonds of the Certificateholder, declare all the Notes 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 Transition 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 Transition 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: (ai) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (iA) all payments of principal of and premium, if any, and interest on the respective Class all Transition Bonds of Notes such Series due and owing at such time as if such Event of Default had not occurred and was not continuing and all other amounts that would then be due hereunder or in accordance with the terms of the Notes upon such Transition Bonds if the Event of Default giving rise to such acceleration had not occurred; and (iiB) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (bii) all Events of DefaultDefault with respect to such Series, other than the nonpayment of the principal or interest of the Notes Transition Bonds of such Series that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 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 shall occur and be continuingcontinuing with respect to the Notes or if the Depositor or the Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Sale and Servicing Agreement, then and in every such case the Indenture Trustee or Trustee, acting at the direction of the Holders of at least the Notes representing not less than a majority of the Outstanding Amount aggregate Note Balance of the Notes Notes, may (or shall in the case of a Master Servicer purchase under Section 8.08 of the Controlling Class, acting together as a single Class, may, without the consent of the Certificateholder, Sale and Servicing Agreement) 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), Trustee; and upon any such declaration declaration, the unpaid principal amount Note 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 a declaration of acceleration of maturity with respect to an Event of Default has been made with respect to the Notes 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 not less than a majority of the Outstanding Amount aggregate Note Balance of the Notes that caused the acceleration 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 in writing waive such Event of Default and rescind and annul such declaration and its consequences if: (a) if the Issuer Issuing Entity has paid or deposited with the Indenture Trustee a sum sufficient to pay: (i) all payments of principal of and interest on the respective Class of Notes and all other amounts that would then be due hereunder or in accordance with the terms of upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and; (ii) all sums paid or advanced by the Indenture Trustee hereunder or by the Owner Trustee under the Trust Agreement and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Owner Trustee and their respective its agents and counsel; and (biii) all Events of Default, other than the nonpayment of the principal or interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission shall affect any subsequent default or impair any right consequent thereto.