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 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 Notes representing not less than a majority of the Security Balances of all Notes may declare 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 a majority of the Security Balances of all Notes, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing 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 Notes representing not less than a majority of the Security Balances of all Notes may declare 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 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 Credit Enhancement Instrument 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 a majority of the Security Balances of all Notes, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage 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 Notes representing not less than a majority of the Security Balances of all Notes with the written consent of the Credit Enhancer, or, the Credit Enhancer may declare 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 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 provided in this Article V providedV, the Holders of Notes representing a majority of the Security Balances of all Notes, by written notice to the Issuer and the Indenture TrusteeTrustee with the written consent of the Credit Enhancer, or the Credit Enhancer, may in writing waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee or the Holders of Notes representing not less than a majority of the Security Balances aggregate Note Balance of all Notes 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 declare 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 a majority of the Security Balances aggregate Note Balance of all 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:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should shall occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee Trustee, acting at the direction of the Credit Enhancer or the Holders Noteholders of Notes representing not less than a majority of the Security Balances aggregate Note Balance of all Notes the Notes, with the written consent of the Credit Enhancer, may declare 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 Class of the 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 provided in this Article V providedV, the Holders Credit Enhancer or the Noteholders of Notes representing a majority of the Security Balances aggregate Note Balance of all the Notes, with the written consent of the Credit 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:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur occurs and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementis continuing, then and in every such case, but in each case only with the consent of the Note Insurer in the absence of a Note Insurer Default, the Indenture Trustee or may, and on request of the Holders of Notes representing not less than a majority 50% of the Security Balances Note Balance of the Outstanding Notes, shall, declare all Notes may declare the Notes to be immediately due and payable, payable by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration such Notes, in an amount equal to the unpaid principal amount Note Balance of such Class of Notes, together with accrued and unpaid interest thereon through to the date of such acceleration, shall become immediately due and payable. Unless , all subject to the prior written consent of the Credit Enhancer shall have been obtained by Note Insurer in the Indenture Trustee, the Payment Date upon which such accelerated payment is due and payable shall not be absence of a Payment Date under the Credit Enhancement Instrument and the Indenture Trustee shall not be authorized under Section 3.29 to make a draw thereforNote Insurer Default. At any time after such a declaration of acceleration of maturity with respect to an Event of Default the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, provided the Note Insurer or the Holders of Notes representing a majority more than 50% of the Security Balances Note Balance of all the Outstanding Notes, with the prior written consent of the Note Insurer, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing 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 Notes representing not less than a majority of the Security Balances of all Notes may declare 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 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 a majority of the Security Balances of all Notes, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee or at the written direction of the Holders of Notes Bonds representing not less than a majority of the Security Balances aggregate Bond Principal Balance of all Notes the Bonds and not less than a majority of the Notional Amount of the Class A-IO Bonds may declare 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 Class of Notesthe Bonds, 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 Bonds representing not less than a majority of the Security Balances aggregate Bond Principal Balance of all Notesthe Bonds and not less than a majority of the Notional Amount of the Class A-IO Bonds, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee at the written direction of the Majority Noteholders (subject to the Indenture Trustee’s indemnification rights set forth herein) or the Holders of Notes representing not less than a majority of the Security Balances of all Notes Majority Noteholders may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to a Responsible Officer of the Indenture Trustee if given by Noteholders) (a copy of which shall be provided by the Issuer to each Hedge Counterparty and each Rating Agency), 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 ; provided, that upon the prior written consent occurrence of an Event of Default specified in Section 5.1(a)(iv) or (v) all the Credit Enhancer Notes shall have been obtained be automatically deemed to be immediately due and payable and upon such event the unpaid principal of such Notes, together with accrued and unpaid interest thereon through the date of such Event of Default specified in Section 5.1(a)(iv) or (v), shall become immediately due and payable, in each case, without notice, declaration or demand by the Indenture TrusteeTrustee or the Noteholders, all of which are hereby waived by 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 thereforIssuer. 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 provided hereinafter in this Article V providedV, the Holders of Notes representing a majority of the Security Balances of all NotesMajority Noteholders, by written notice to the Issuer and a Responsible Officer of the Indenture TrusteeTrustee (with a copy to each Hedge Counterparty and each Rating Agency), may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur occurs and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementis continuing, then and in every such case case, but with the consent of the Note Insurer in the absence of a Note Insurer Default, the Indenture Trustee or may, and on request of the Note Insurer, in the absence of a Note Insurer Default, or, with the prior written consent of the Note Insurer, the Holders of Notes representing not less than a majority 50% of the Security Balances Note Principal Balance of the Outstanding Notes of both Classes, shall, declare all Notes may declare 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 Class of Notes, together with accrued and unpaid interest thereon through to the date of such acceleration, shall become immediately due and payable. Unless , all subject to the prior written consent of the Credit Enhancer shall have been obtained by Note Insurer in the Indenture Trustee, the Payment Date upon which such accelerated payment is due and payable shall not be absence of a Payment Date under the Credit Enhancement Instrument and the Indenture Trustee shall not be authorized under Section 3.29 to make a draw thereforNote Insurer Default. At any time after such a declaration of acceleration of maturity with respect to an Event of Default 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 a majority more than 50% of the Security Balances Note Principal Balance of all Notesthe Outstanding Notes of both Classes, with the prior written consent of the Note Insurer, by written notice to the Issuer Trust and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing 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 Notes representing not less than a majority of the Security Balances of all Notes may declare 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 a majority of the Security Balances of all 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:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should shall occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee Trustee, acting at the direction of the Enhancer or the Holders Noteholders of Notes representing not less than a majority of the Security Balances aggregate Note Balance of all Notes the Notes, with the written consent of the Enhancer (unless an Enhancer Default has occurred and is continuing), may declare 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 Class of the 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 provided in this Article V providedV, the Holders Enhancer or the Noteholders of Notes representing a majority of the Security Balances aggregate Note Balance of all the Notes, with the written consent of the 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:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing 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 Notes representing not less than a majority of the Security Balances of all Notes may declare 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 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 a majority of the Security Balances of all 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:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee or the Holders of Notes representing not less than a majority of the Security Balances of all Notes may declare 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 3.32 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 a majority of the Security Balances of all Notes, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should shall occur and be continuing 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 the Notes representing not less than a majority of the Security Balances aggregate Note Balance of all Notes the Notes, may (or shall in the case of a Master Servicer purchase under Section 8.08 of the Sale and Servicing Agreement) declare 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 Class of the 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 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 not less than a majority of the Security Balances aggregate Note Balance of all the Notes that caused the acceleration of the Notes, by written notice to the Issuer and the Indenture Trustee, may in writing waive the related such Event of Default and rescind and annul such declaration and its consequences ifif the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to kind specified in Section 8.08 6.01(e) or Section 6.01(f) hereof occurs, each Class of Notes shall automatically become due and payable at the sum of its Outstanding Note Balance and unreimbursed Note Balance Write-Down Amounts, if any, together with all accrued and unpaid interest thereon. If an Event of Default (other than an Event of Default of the Servicing Agreementkind described in the preceding sentence) is related to the failure to pay interest or principal in respect of a Class of Notes, then and in every such case the Indenture Trustee shall, upon notice from Holders (other than DRII or an affiliate thereof) representing at least 66-2/3% of the Holders Outstanding Note Balance of the most senior Class of Notes then Outstanding (plus, if the payment of interest and principal on the most senior Class of Notes is current, the consent of holders (other than DRII or an affiliate thereof) representing not less than at least a majority of the Security Balances Outstanding Note Balance of all each Class of Notes may which has failed to receive one or more payments of interest or principal), declare the each Class of Notes to be immediately due and payablepayable at the sum of its Outstanding Note Balance and unreimbursed Note Balance Write-Down Amounts, by a notice if any, together with all accrued and unpaid interest thereon. If an Event of Default (other than an Event of Default described in writing to the Issuer (preceding two sentences) shall occur and to is continuing, the Indenture Trustee if given by Noteholders)shall, and upon any such declaration notice from Holders representing at least 66-2/3% of the unpaid principal amount then Outstanding Note Balance of such each Class of Notes, declare each Class of Notes to be immediately due and payable at the sum of its Outstanding Note Balance and unreimbursed Note Balance Write-Down Amounts, if any, together with all accrued and unpaid interest thereon. Upon any such declaration or automatic acceleration, the sum of the Outstanding Note Balance and unreimbursed Note Balance Write-Down Amounts, if any, of the applicable Class or Classes of Notes together with all accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. Unless the prior written consent payable without presentment, demand, protest or other notice of the Credit Enhancer shall have been obtained any kind, all of which are hereby waived 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 Issuer. The Indenture Trustee shall not be authorized under Section 3.29 to make promptly send a draw therefor. At notice of any time after such declaration of or automatic 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 a majority of the Security Balances of all 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:Rating Agencies.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing 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 Notes representing not less than a majority of the Security Balances of all Notes may declare 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 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 a majority of the Security Balances of all 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:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur occurs and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementis continuing, then and in every such case case, but with the consent of the Note Insurer in the absence of a Note Insurer Default, the Indenture Trustee or may, and on request of the Note Insurer, in the absence of a Note Insurer Default, or, with the prior written consent of the Note Insurer, the Holders of Notes representing not less than a majority 50% of the Security Balances Note Principal Balance of the Outstanding Notes, shall, declare all Notes may declare 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 Class of Notes, together with accrued and unpaid interest thereon through to the date of such acceleration, shall become immediately due and payable. Unless , all subject to the prior written consent of the Credit Enhancer shall have been obtained by Note Insurer in the Indenture Trustee, the Payment Date upon which such accelerated payment is due and payable shall not be absence of a Payment Date under the Credit Enhancement Instrument and the Indenture Trustee shall not be authorized under Section 3.29 to make a draw thereforNote Insurer Default. At any time after such a declaration of acceleration of maturity with respect to an Event of Default 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 a majority more than 50% of the Security Balances Note Principal Balance of all the Outstanding Notes, with the prior written consent of the Note Insurer, by written notice to the Issuer Trust and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur occurs and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementis continuing, then and in every such case case, but with the consent of the Note Insurer in the absence of a Note Insurer Default, the Indenture Trustee or 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 not less than a majority at least 51% of the Security Balances Note Principal Balance of the Outstanding Notes of all Notes may 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 Class of Notes, together with accrued and unpaid interest thereon through to the date of such acceleration, shall become immediately due and payable. Unless , all subject to the prior written consent of the Credit Enhancer shall have been obtained by Note Insurer in the Indenture Trustee, the Payment Date upon which such accelerated payment is due and payable shall not be absence of a Payment Date under the Credit Enhancement Instrument and the Indenture Trustee shall not be authorized under Section 3.29 to make a draw thereforNote Insurer Default. At any time after such a declaration of acceleration of maturity with respect to an Event of Default 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 a majority at least 51% of the Security Balances Note Principal Balance of the Outstanding Notes of all Notesof the Classes, with the prior written consent of the Note Insurer in the absence of a Note Insurer Default, by written notice to the Issuer Trust and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing 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 may (with the prior written consent of the Note Insurer), and, at the written direction of the Note Insurer, or if a Note Insurer Default exists, the Holders of Notes representing not less than a majority of the Security Note Principal Balances of all Notes may Notes, shall, declare the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount Note Principal Balance of such Class of the 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 Note Insurer or, if a Note Insurer Default exists, the Holders of Notes representing a majority of the Security Note Principal Balances of all Notes, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee or at the written direction of the Holders of Notes Bonds representing not less than a majority of the Security Balances aggregate Bond Principal Balance of all Notes the Bonds may declare 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 Class of Notesthe Bonds, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. Unless ; provided, however, that for purposes of this sentence and for purposes of this Article V, unless a Bond Insurer Default exists, the prior written consent Bond Insurer may exercise the rights of all of the Credit Enhancer shall have been obtained by Holders of 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 thereforClass 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 not less than a majority of the Security Balances aggregate Bond Principal Balance of all Notesthe Bonds, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee or the Holders of Notes representing not less than a majority of the Security Balances of all Notes may declare 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 3.32 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 a majority of the Security Balances of all Notes, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur 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 be continuing 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 if the Master Servicer shall purchase all (e) of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreement9.1 has occurred and is continuing, then and in every such case the Indenture Trustee or the Holders of Notes representing not less than a majority Requisite Noteholders may, by written notice delivered to an Authorized Officer of the Security Balances Issuer (and to a Responsible Officer of the Indenture Trustee if given by the Noteholders) (such notice, a “Notice of Acceleration”), declare all Notes may declare of the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Class of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. Unless If an Event of Default referred to in clause (f) of Section 9.1 shall occur and be continuing with respect to any Series of Notes, then and in every such case the prior written consent Indenture Trustee or Holders of a Majority in Interest of such Series of Notes may give a Notice of Acceleration to the Credit Enhancer shall have been obtained by Issuer (and to the Indenture Trustee, if given by the Payment Date upon which Noteholders of such accelerated payment is Series of Notes) declaring all the Notes of such Series to be immediately due and payable 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 not be a Payment Date under the Credit Enhancement Instrument become immediately due and the Indenture Trustee shall not be authorized under Section 3.29 to make a draw thereforpayable. At any time after such declaration a Notice of acceleration of maturity Acceleration has been delivered with respect to an Event the Notes (or a particular Series of Default has been made 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 a majority Majority in Interest of the Security Balances Notes of all Notessuch Series), by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul the declaration made in such declaration Notice of Acceleration and its consequences if:consequences; provided, that no such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, 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 Notes representing not less than a majority of the Security Note Principal Balances of all Notes may declare 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 Class of the 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 provided in this Article V providedV, the Note Insurer or, if a default by the Note Insurer exists, the Holders of Notes representing a majority of the Security Note Principal Balances of all Notes, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. (a) If any Event of Default (other than an Event of Default should occur specified in Section 501(7) above) occurs and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementis continuing, then and in every such case the Indenture Trustee or the Holders of Notes representing not less than a majority at least 25% in principal amount of the Security Balances of all Outstanding Notes issued under this Indenture may declare the principal, premium, if any, interest and any other monetary obligations on all the Outstanding Notes to be immediately due and 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 Class of Notesreported publicly or to Holders, together with accrued and unpaid interest thereon through more than two years prior to the date of acceleration, such declaration. The Trustee shall become immediately due and payable. Unless have no obligation to accelerate the prior written consent Notes if in the best judgment of the Credit Enhancer 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 obtained notified of any such action or to track when such two-year period starts or concludes. Any time period to cure any actual or alleged Default or Event of Default may be extended or stayed by a court of competent jurisdiction. Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (each a “Directing Holder”) must be accompanied by a written representation from each such Holder delivered to the Co-Issuers and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the 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 beneficial owner of the Notes in lieu of DTC or its nominee, and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Payment Date upon which Co-Issuers determine in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provide to the Trustee an Officer’s Certificate stating that the Co-Issuers have initiated litigation in a court of competent jurisdiction seeking a determination that such accelerated payment is due Directing Holder was, at such time, in breach of its Position Representation, and payable shall not be a Payment Date under seeking to invalidate any Event of Default that resulted from the Credit Enhancement Instrument and applicable Noteholder Direction, 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 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 participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio (other than any indemnity such Directing Holder may have offered the Trustee), with the effect that such Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default. Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default has been made and before a judgment or decree for payment specified in Section 501(7) shall not require compliance with the foregoing paragraphs of this Section 502(a). For the money due has been obtained by the Indenture Trustee as hereinafter in this Article V providedavoidance of doubt, the Holders Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture, shall have no duty to inquire as to or investigate the accuracy of Notes representing a majority of the Security Balances of all Notesany Position Representation, by written notice enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee shall have no liability to the Issuer and the Indenture TrusteeCo-Issuers, may waive the related Event of Default and rescind and annul such declaration and its consequences if:any Holder or any other Person in acting in good faith on a Noteholder Direction.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, 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 Notes Bonds representing not less than a majority of the Security Bond Principal Balances of all Notes Bonds may declare 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 Class of Notesthe Bonds, 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 Bond Insurer, unless a Bond Insurer Default exists, or the Holders of Notes Bonds representing a majority of the Security Bond Principal Balances of all NotesBonds if a Bond Insurer Default exists, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur occurs and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementis continuing, then and in every such case case, subject to the Indenture Intercreditor Agreement, the Trustee or the Requisite Holders of Notes representing not less than a majority may, and the Trustee, upon the request of the Security Balances Requisite Holders, shall, declare the principal of all Notes may declare the Notes 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 Noteholders)the Holders) and, if the Letter of Credit Agreement is in effect, to Bankers Trust Company (at One Bankers Trust Plaza, 130 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxtention: Carl X. Xxxxx) xxd to the trustee under the Junior Subordinated Debenture Indenture (at [One Statx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxtention: Corporate Trust Administration]) and upon any such declaration the unpaid principal amount of such Class of Notesprincipal, together with interest accrued thereon, shall become due and unpaid payable; provided that if an Event of Default specified in subsections 501(e) or (f) occurs, then such principal, together with interest thereon through the date of accelerationaccrued thereon, shall become immediately due and payable. Unless the prior written consent payable without any such declaration or notice or any other action and references in this Indenture to "declaration of the Credit Enhancer acceleration" shall have been obtained by the Indenture Trustee, the Payment Date upon which include 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 thereforautomatic acceleration. 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 a majority of the Security Balances of all NotesRequisite Holders, by written notice to the Issuer Company and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should shall occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee Trustee, acting at the written direction of the Credit Enhancer or the Holders Noteholders of Notes representing not less than a majority of the Security Balances aggregate Note Balance of all Notes the Notes, with the written consent of the Credit Enhancer (unless a Credit Enhancer Default has occurred and is continuing), may declare 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 Class of the 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 provided in this Article V providedV, the Holders Credit Enhancer or the Noteholders of Notes representing a majority of the Security Balances aggregate Note Balance of all the Notes, with the written consent of the Credit 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:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee or at the written direction of the Holders of Notes Bonds representing not less than a majority of the Security Balances aggregate Bond Principal Balance of all Notes the Bonds may declare 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 the Class of NotesA, Class M and Class B Bonds, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. Unless ; provided, however, that for purposes of this sentence and for purposes of this Article V, unless a Bond Insurer Default exists, the prior written consent Bond Insurer may exercise the rights of all of the Credit Enhancer shall have been obtained by Holders of 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 thereforClass 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 not less than a majority of the Security Balances aggregate Bond Principal Balance of all Notesthe Bonds, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee at the written direction of the Majority Noteholders (subject to the Indenture Trustee’s indemnification rights set forth herein) or the Holders of Notes representing not less than a majority of the Security Balances of all Notes Majority Noteholders may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to a Responsible Officer of the Indenture Trustee if given by Noteholders) (a copy of which shall be provided by the Issuer to each Hedge Counterparty and each Rating Agency), 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 ; provided, that upon the prior written consent occurrence of an Event of Default specified in Section 5.1(a)(iv) or (v) all the Credit Enhancer Notes shall have been obtained be automatically deemed to be immediately due and payable and upon such event the unpaid principal of such Notes, together with accrued and unpaid interest thereon through the date of such Event of Default specified in Section 5.1(a)(iv) or (v), shall become immediately due and payable, in each case, without notice, declaration or demand by the Indenture TrusteeTrustee or the Noteholders, all of which are hereby waived by 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 Issuer. 1 NTD: Correcting to make a draw thereformatch what was intended. 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 provided hereinafter in this Article V providedV, the Holders of Notes representing a majority of the Security Balances of all NotesMajority Noteholders, by written notice to the Issuer and a Responsible Officer of the Indenture TrusteeTrustee (with a copy to each Hedge Counterparty and each Rating Agency), may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee or at the written direction of the Holders of Offered Notes representing not less than a majority of the Security Balances aggregate Note Principal Balance of all the Offered Notes may declare the Notes Offered 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 Class of the Notes Offered 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 the Notes Offered Notes representing not less than a majority of the Security Balances aggregate Note Principal Balance of all the Notes Offered 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:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee (x) shall, at the direction or upon the Holders prior written consent of the Note Insurer or, (y) may, if a Note Insurer Default has occurred and is continuing, at the direction of the Owners of Notes representing not less than a majority of the Security Balances Outstanding Amount of the Notes declare all Notes may declare 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 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 Note Insurer or, if a Note Insurer Default exists, the Holders of Notes representing a majority of the Security Note Principal Balances of all Notes, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee or at the written direction of the Holders of Notes Bonds representing not less than a majority of the Security Balances aggregate Bond Principal Balance of all Notes the Bonds may declare 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 the Class of NotesA Bonds and Class B Bonds, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. Unless ; provided, however, that for purposes of this sentence and for purposes of this Article V, unless a Bond Insurer Default exists, the prior written consent Bond Insurer may exercise the rights of all of the Credit Enhancer shall have been obtained by Holders of 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 thereforClass 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 not less than a majority of the Security Balances aggregate Bond Principal Balance of all Notesthe Bonds, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur occurs and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementis continuing, then and in every such case case, but with the consent of the Note Insurer in the absence of a Note Insurer Default, the Indenture Trustee or may, and on request of the Note Insurer, in the absence of a Note Insurer Default, or, with the prior written consent of the Note Insurer, the Holders of Notes representing not less than a majority 50% of the Security Balances Note Principal Balance of the Outstanding Notes of both of the Classes, shall, declare all Notes may declare 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 Class of Notes, together with accrued and unpaid interest thereon through to the date of such acceleration, shall become immediately due and payable. Unless , all subject to the prior written consent of the Credit Enhancer shall have been obtained by Note Insurer in the Indenture Trustee, the Payment Date upon which such accelerated payment is due and payable shall not be absence of a Payment Date under the Credit Enhancement Instrument and the Indenture Trustee shall not be authorized under Section 3.29 to make a draw thereforNote Insurer Default. At any time after such a declaration of acceleration of maturity with respect to an Event of Default 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 a majority more than 50% of the Security Balances Note Principal Balance of all Notesthe Outstanding Notes of both of the Classes, with the prior written consent of the Note Insurer, by written notice to the Issuer Trust and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should shall occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee Trustee, acting at the written direction of the Enhancer or the Holders Noteholders of Notes representing not less than a majority of the Security Balances aggregate Note Balance of all Notes the Notes, with the written consent of the Enhancer (unless an Enhancer Default has occurred and is continuing), may declare 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 Class of the 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 provided in this Article V providedV, the Holders Enhancer or the Noteholders of Notes representing a majority of the Security Balances aggregate Note Balance of all the Notes, with the written consent of the 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:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur occurs and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementis continuing, then and in every such case case, but with the consent of the Note Insurer in the absence of a Note Insurer Default, the Indenture Trustee or 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 not less than a majority at least 51% of the Security Balances Note Principal Balance of the Outstanding Notes of both Classes, shall, declare all Notes may declare 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 Class of Notes, together with accrued and unpaid interest thereon through to the date of such acceleration, shall become immediately due and payable. Unless , all subject to the prior written consent of the Credit Enhancer shall have been obtained by Note Insurer in the Indenture Trustee, the Payment Date upon which such accelerated payment is due and payable shall not be absence of a Payment Date under the Credit Enhancement Instrument and the Indenture Trustee shall not be authorized under Section 3.29 to make a draw thereforNote Insurer Default. At any time after such a declaration of acceleration of maturity with respect to an Event of Default 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 a majority at least 51% of the Security Balances Note Principal Balance of the Outstanding Notes of all Notesboth Classes, with the prior written consent of the Note Insurer in the absence of a Note Insurer Default, by written notice to the Issuer Trust and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing described in clauses (i), (ii) or if the Master Servicer shall purchase all (iii) of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementdefinition thereof should occur, then and in every such case (i) the Indenture Trustee with the prior consent of the Credit Enhancer or the Holders of Notes representing not less than a majority of the Security Balances of all Notes with the prior written consent of the Credit Enhancer, or (ii) the Credit Enhancer may declare 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 or the Credit Enhancer and to the Credit Enhancer if given by the Indenture Trustee or the Noteholders), and upon any such declaration the unpaid principal amount of such Class 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 If an Event of Default described in clause (iv) or (v) of the Credit Enhancer definition thereof shall have been obtained by the Indenture Trusteeoccur, the Payment Date upon which such accelerated payment is Notes shall automatically be declared 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 thereforhereunder. 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 a majority of the Security Balances of all Notes, by written notice to the Issuer and the Indenture TrusteeTrustee with the written consent of the Credit Enhancer, or the Credit Enhancer, may in writing waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing 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 Notes representing not less than a majority of the Security Balances of all Notes may declare 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 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 Credit Enhancement Instrument 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 a majority of the Security Balances of all Notes, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing AgreementIF 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 Notes representing not less than a majority of the Security Balances of all Notes may declare the Notes to be immediately due and payableTHEN AND IN EVERY SUCH CASE THE INDENTURE TRUSTEE OR THE HOLDERS REPRESENTING NOT LESS THAN A MAJORITY OF THE OUTSTANDING AMOUNT OF THE STORM RECOVERY BONDS MAY DECLARE THE STORM RECOVERY BONDS TO BE IMMEDIATELY DUE AND PAYABLE, by a notice in writing to the Issuer BY A NOTICE IN WRITING TO THE ISSUER (and to the Indenture Trustee if given by NoteholdersAND TO THE INDENTURE TRUSTEE IF GIVEN BY HOLDERS), and upon any such declaration the unpaid principal amount of such Class of NotesAND UPON ANY SUCH DECLARATION THE UNPAID PRINCIPAL AMOUNT OF THE STORM RECOVERY BONDS, together with accrued and unpaid interest thereon through the date of accelerationTOGETHER 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 thereforSHALL 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 not less than a majority of the Security Balances Outstanding Amount of all Notesthe Storm Recovery Bonds, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur occurs and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementis continuing, then and in every such case case, but with the consent of the Note Insurer in the absence of a Note Insurer Default, the Indenture Trustee or may, and on request of the Note Insurer, in the absence of a Note Insurer Default, or, with the prior written consent of the Note Insurer, the Holders of Notes representing not less more than a majority 50% of the Security Balances Voting Rights of the Outstanding Notes shall, declare all Notes may declare 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 Class of Notes, together with accrued and unpaid interest thereon through to the date of such acceleration, shall become immediately due and payable. Unless , all subject to the prior written consent of the Credit Enhancer shall have been obtained by Note Insurer in the Indenture Trustee, the Payment Date upon which such accelerated payment is due and payable shall not be absence of a Payment Date under the Credit Enhancement Instrument and the Indenture Trustee shall not be authorized under Section 3.29 to make a draw thereforNote Insurer Default. At any time after such a declaration of acceleration of maturity with respect to an Event of Default 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 a majority more than 50% of the Security Balances Voting Rights of all the Outstanding Notes, with the prior written consent of the Note Insurer, by written notice to the Issuer Trust and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should shall occur and be continuing with respect to the Notes or if the Master 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 the Notes representing not less than a majority of the Security Balances aggregate Note Balance of all Notes the Notes, may (or shall in the case of a Master Servicer purchase under Section 8.08 of the Sale and Servicing Agreement) declare 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 Class of the 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 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 not less than a majority of the Security Balances aggregate Note Balance of all the Notes that caused the acceleration of the Notes, by written notice to the Issuer Issuing Entity and the Indenture Trustee, may in writing waive the related such Event of Default and rescind and annul such declaration and its consequences ifif the Issuing Entity has paid or deposited with the Indenture Trustee a sum sufficient to pay:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur referred to in clause (c) of Section 9.1 has occurred, the unpaid principal amount of all Series of Notes, together with interest accrued but unpaid thereon, and be continuing 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 if the Master Servicer shall purchase all (e) of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreement9.1 has occurred and is continuing, then and in every such case the Indenture Trustee or the Holders of Notes representing not less than a majority Requisite Noteholders may, by written notice delivered to an Authorized Officer of the Security Balances Issuer (and to a Responsible Officer of the Indenture Trustee if given by the Noteholders) (such notice, a “Notice of Acceleration”), declare all Notes may declare of the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Class of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. Unless If an Event of Default referred to in clause (f) of Section 9.1 shall occur and be continuing with respect to any Series of Notes, then and in every such case the prior written consent Indenture Trustee or Holders of a Majority in Interest of such Series of Notes may give a Notice of Acceleration to the Credit Enhancer shall have been obtained by Issuer (and to the Indenture Trustee, if given by the Payment Date upon which Noteholders of such accelerated payment is Series of Notes) declaring all the Notes of such Series to be immediately due and payable 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 not be a Payment Date under the Credit Enhancement Instrument become immediately due and the Indenture Trustee shall not be authorized under Section 3.29 to make a draw thereforpayable. At any time after such declaration a Notice of acceleration of maturity Acceleration has been delivered with respect to an Event the Notes (or a particular Series of Default has been made 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 a majority Majority in Interest of the Security Balances Notes of all Notessuch Series), by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul the declaration made in such declaration Notice of Acceleration and its consequences if:consequences; provided, that no such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee or the Holders of Notes representing not less than a majority of the Security Balances aggregate Note Balance of all Notes (for which purpose the Class A-IO Notes will be deemed to have a Note Balance equal to their Notional Amount) with the written consent of the Credit Enhancer, or the Credit Enhancer may declare 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 , together with the prior written consent of Adjusted Issue Price on 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 thereforClass A-IO Notes. 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 a majority of the Security Balances aggregate Note Balance of all NotesNotes (for which purpose the Class A-IO Notes will be deemed to have a Note Balance equal to their Notional Amount), by written notice to the Issuer and the Indenture TrusteeTrustee with the written consent of the Credit Enhancer, or the Credit Enhancer, may in writing waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee or at the written direction of the Holders of Notes Bonds representing not less than a majority of the Security Balances aggregate Bond Principal Balance of all Notes the Bonds may declare 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 Noteholdersthe Bondholders), and upon any such declaration the unpaid principal amount Bond Principal Balance of such Class of Notesthe Bonds, together with accrued and unpaid interest thereon through the date of acceleration, 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 the Bonds representing not less than a majority of the Security Balances aggregate Bond Principal Balance of all Notesthe Bonds (other than the Class A-IO Bonds) and not less than a majority of the aggregate Notional Amount of the Class A-IO Bonds, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee (x) shall, at the direction or upon the Holders prior written consent of the Note Insurer or (y) may, if a Note Insurer Default has occured and is continuing, at the direction of the Owners of Notes representing not less than a majority of the Security Balances Outstanding Amount of the Notes declare all Notes may declare 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 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 Note Insurer or, if a Note Insurer Default exists, the Owners of Notes representing a majority of the Security Note Principal Balances of all Notes, with the prior written consent of the Note Insurer, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing 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 Notes Bonds representing not less than a majority of the Security Balances of all Notes Bonds may declare the Notes Bonds to be immediately due and payable, by a notice in writing to the Issuer Issuing Entity (and to the Indenture Trustee if given by NoteholdersBondholders), and upon any such declaration the unpaid principal amount of such Class of NotesBonds, 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 Bonds representing a majority of the Security Balances of all NotesBonds, 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:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee may (with the prior written consent of the Bond Insurer), and, 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 and that an amount equal to the excess, if any, of the sum of the unpaid Bond Principal Balance of the Bonds together with accrued and unpaid interest thereon through the date of payment of such accelerated Bonds, over Available Funds for such date of payment, would constitute a Deficiency Amount pursuant to the terms of the Bond Insurance Policy and will be paid by the Bond Insurer in connection with the acceleration in accordance with the terms of the Bond Insurance Policy), or if a Bond Insurer Default exists, the Holders of Notes Bonds representing not less than a majority of the Security Bond Principal Balances of all Notes may Bonds, shall, declare 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 Class of Notesthe Bonds, 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 Bond Insurer or, if a Bond Insurer Default exists, the Holders of Notes Bonds representing a majority of the Security Bond Principal Balances of all NotesBonds, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur (other than an Event of Default specified in Section 5.1(g) or (h)) occurs and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementis continuing, then and in every such case the Indenture Trustee or the Holders of Notes representing not less than a majority 25% in aggregate principal amount of the Security Balances Outstanding Senior Notes may, and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the Outstanding Senior Notes shall, declare the principal of all Notes may declare the Senior Notes to be due and payable immediately in an amount equal to the principal amount of the Senior Notes, together with accrued and unpaid interest to the date the Senior Notes become due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee Trustee, if given by Noteholders)the Holders) unless on or prior to such amounts having become due and payable the Issuer shall have discharged or paid in full the Indebtedness, and upon any such declaration if any, that is the unpaid principal amount subject of such Class Event of NotesDefault and shall have given written notice of such cure to the Trustee (which notice in the case of an Event of Default specified in Section 5.1(d) shall be countersigned by the holders of the Indebtedness that is the subject of such Event of Default or by a trustee, together with accrued fiduciary or agent for such Holders). If an Event of Default specified in Section 5.1(g) or (h) occurs and unpaid interest thereon through is continuing, then the date principal of acceleration, all the Senior Notes shall ipso facto become and be immediately due and payable. Unless payable without any declaration or other act on the prior written consent part 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 thereforor any Holder. 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 a majority in aggregate principal amount of the Security Balances of all Outstanding Senior Notes, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default should shall occur and be continuing with respect to the Group I Notes or if the Master Servicer shall purchase all of the Mortgage Loans in Group I pursuant to Section 8.08 of the Sale and Servicing Agreement, then and in every such case the Indenture Trustee Trustee, acting at the direction of the Enhancer, or the Holders of Group I Notes representing not less than a majority of the Security Balances Note Balance of all the Group I Notes (with the written consent of the Enhancer), may (or shall, in the case of a purchase by the Master Servicer under Section 8.08 of the Sale and Servicing Agreement) declare the Group I Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by the Group I Noteholders) (with a copy to the Enhancer), ; and upon any such declaration declaration, the unpaid principal amount Note Balance of such Class of the Group I 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 a declaration of acceleration of maturity with respect to an Event of Default has been made with respect to the Group I 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 Enhancer or the Holders of Group I Notes representing not less than a majority of the Security Balances aggregate Note Balance of all the Group I Notes (with the written consent of the Enhancer) that caused the acceleration of the Group I Notes, by written notice to the Issuer and the Indenture Trustee, may in writing waive the related such Event of Default and rescind and annul such declaration and its consequences ifif the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee or Trustee, at the Holders of Notes representing not less than a majority written direction of the Security Balances of Controlling Party, shall declare all Notes may declare the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders)Issuer, and upon any such declaration the unpaid principal amount of such Class of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. Unless In the prior written consent event that the maturity of the Credit Enhancer shall have been obtained Notes is accelerated, Ambac may elect, in its sole discretion, to pay all or a portion of the accelerated principal and interest accrued on such principal to the date of acceleration (to the extent unpaid by the Indenture TrusteeIssuer) with respect to the Notes, 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 accept such amounts. Upon payment of all of such accelerated principal and interest accrued to the acceleration date as provided above, Ambac’s obligations under the Financial Guaranty Insurance Policy shall be fully discharged. Notwithstanding anything herein to the contrary, in the event that the principal and/or interest due on the Notes shall be paid by Ambac pursuant to the Financial Guaranty Insurance Policy, the Notes shall remain Outstanding for all purposes, not be authorized under Section 3.29 defeased or otherwise satisfied and not be considered paid by the Issuer, and the assignment and pledge of the Indenture Trust Estate and all covenants, agreements and other obligations of the Issuer to make a draw thereforthe registered owners of the Notes shall continue to exist and shall run to the benefit of Ambac, and Ambac shall be subrogated to the rights of such registered owners. 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 a majority of the Security Balances of all NotesControlling Party, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage 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 Notes representing not less than a majority of the Security Balances of all Notes Notes, in each case, with the written consent of the Credit Enhancer, or the Credit Enhancer may declare 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 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 provided in this Article V providedV, the Holders of Notes representing a majority of the Security Balances of all Notes, by written notice to the Issuer and the Indenture TrusteeTrustee with the written consent of the Credit Enhancer, or the Credit Enhancer, may in writing waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default described in PARAGRAPH (a), (b) or (e) of SECTION 5.2 should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant with respect to Section 8.08 of the Servicing Agreementa Series, then and in every such case the Indenture Trustee or the Holders of Notes representing not less more than a majority 50% of the Security Balances principal balance of all the Outstanding Notes of such Series may declare all the Notes of such Series to be immediately due and payable, by a notice in writing to the Issuer (and to the a Trustee Officer of Indenture Trustee if given declared 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 If an Event of Default described in PARAGRAPH (c) or (d) of SECTION 5.2 should occur and be continuing, then the prior written consent unpaid principal of the Credit Enhancer Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall have been obtained by the Indenture Trustee, the Payment Date upon which such accelerated payment is automatically become 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 thereforpayable. 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 providedARTICLE V, the Holders of Notes representing a majority more than 50% of the Security Balances principal balance of all Notesthe Outstanding Notes of such Series, by written notice to the Issuer Issuer, a Trustee Officer of Indenture Trustee and the Indenture TrusteeRating Agencies, may waive the related Event of Default and rescind and annul such declaration and its consequences ifconsequences; PROVIDED, THAT:

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to kind specified in Section 8.08 6.01(e) or Section 6.01(f) hereof occurs, each Class of Notes shall automatically become due and payable at its Outstanding Note Balance together with all accrued and unpaid interest thereon. If an Event of Default (other than an Event of Default of the Servicing Agreementkind described in the preceding sentence) is related to the failure to pay interest or principal in respect of a Class of Notes, then and in every such case the Indenture Trustee shall, upon notice from Holders (other than DRC or an affiliate thereof) representing at least 66- 2/3% of the Holders Outstanding Note Balance of the most senior Class of Notes then Outstanding (plus, if the payment of interest and principal on the most senior Class of Notes is current, the consent of holders (other than DRC or an affiliate thereof) representing not less than at least a majority of the Security Balances Outstanding Note Balance of all each Class of Notes may which has failed to receive one or more payments of interest or principal), declare the each Class of Notes to be immediately due and payablepayable at its Outstanding Note Balance together with all accrued and unpaid interest thereon. If an Event of Default (other than an Event of Default described in the preceding two sentences) shall occur and is continuing, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders)shall, and upon any such declaration notice from Holders representing at least 66-2/3% of the unpaid principal amount then Outstanding Note Balance of such each Class of Notes, declare each Class of Notes to be immediately due and payable at its Outstanding Note Balance together with all accrued and unpaid interest thereon. Upon any such declaration or automatic acceleration, the Outstanding Note Balance of each Class of Notes together with all accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. Unless the prior written consent payable without presentment, demand, protest or other notice of the Credit Enhancer shall have been obtained any kind, all of which are hereby waived 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 Issuer. The Indenture Trustee shall not be authorized under Section 3.29 to make promptly send a draw therefor. At notice of any time after such declaration of or automatic 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 a majority of the Security Balances of all 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:Rating Agency.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee or the Holders of Notes representing not less than a majority of the Security Balances aggregate Note Balance of all Notes (for which purpose the Class A-IO Notes will be deemed to have a Note Balance equal to their Notional Amount) may declare 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 , together with the prior written consent of Adjusted Issue Price on 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 thereforClass A-IO Notes. 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 a majority of the Security Balances aggregate Note Balance of all NotesNotes (for which purpose the Class A-IO Notes will be deemed to have a Note Balance equal to their Notional Amount), by written notice to the Issuer and the Indenture Trustee, Trustee may in writing waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinu- ing, then and in every such case the Indenture Trustee may (with the prior written consent of the Bond Insurer), and, 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 and that an amount equal to the excess, if any, of the sum of the unpaid Bond Principal Balance of the Bonds together with accrued and unpaid interest thereon through the date of payment of such accelerated Bonds, over Available Funds for such date of payment, would constitute a Deficiency Amount pursuant to the terms of the Bond Insurance Policy and will be paid by the Bond Insurer in connection with the acceleration in accordance with the terms of the Bond Insurance Policy), or if a Bond Insurer Default exists, the Holders of Notes Bonds representing not less than a majority of the Security Bond Principal Balances of all Notes may Bonds, shall, declare 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 NoteholdersXxxxxxxxxxx), and upon any such declaration the unpaid principal amount Bond Principal Balance of such Class of Notesthe Bonds, 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 Bond Insurer or, if a Bond Insurer Default exists, the Holders of Notes Bonds representing a majority of the Security Bond Principal Balances of all NotesBonds, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur occurs and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementis continuing, then and in every such case case, but with the consent of the Note Insurer in the absence of a Note Insurer Default, the Indenture Trustee or may, and on request of the Note Insurer, in the absence of a Note Insurer Default, or, with the prior written consent of the Note Insurer, the Holders of Notes representing not less than a majority 50% of the Security Balances Note Principal Balance of the Outstanding Notes of all Notes may 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 Class of Notes, together with accrued and unpaid interest thereon through to the date of such acceleration, shall become immediately due and payable. Unless , all subject to the prior written consent of the Credit Enhancer shall have been obtained by Note Insurer in the Indenture Trustee, the Payment Date upon which such accelerated payment is due and payable shall not be absence of a Payment Date under the Credit Enhancement Instrument and the Indenture Trustee shall not be authorized under Section 3.29 to make a draw thereforNote Insurer Default. At any time after such a declaration of acceleration of maturity with respect to an Event of Default 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 a majority more than 50% of the Security Balances Note Principal Balance of the Outstanding Notes of all Notesof the Classes, with the prior written consent of the Note Insurer, by written notice to the Issuer Trust and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default should shall occur and be continuing with respect to the Notes or if 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 Notes representing not less than a majority of the Security Balances Note Balance of all Notes the Notes, may (or shall, in the case of a purchase by the Master Servicer under Section 8.08 of the Sale and Servicing Agreement) declare 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 any such declaration declaration, the unpaid principal amount Note Balance of such Class of the 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 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 provided, the Holders of Notes representing not less than a majority of the Security Balances aggregate Note Balance of all the Notes that caused the acceleration of the Notes, by written notice to the Issuer and the Indenture Trustee, may in writing waive the related such Event of Default and rescind and annul such declaration and its consequences ifif the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default should occur with respect to the Notes has occurred and be continuing or if is continuing, the Master Servicer shall purchase all Trustee may or, on the instructions 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 Notes representing not less than a majority 25% in aggregate principal amount of the Security Balances of all outstanding Notes may shall, declare the Maturity Amount of such Notes and any other amounts payable under this Note Indenture to be immediately forthwith due and payablepayable immediately and the Trustee may enforce the rights of the Holders of such Notes as creditors, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon Corporation. Upon any such declaration declaration, without limiting the unpaid principal amount rights of such Class of Notesthe Corporation under section 2.6, together with the principal, accrued and unpaid interest thereon through the date of acceleration, and all other monies outstanding under such Notes shall become immediately due and payable. Unless payable notwithstanding anything contained in this Note Indenture or in such Notes to the prior written consent contrary, and the Corporation shall forthwith pay to the Trustee for the benefit of the Credit Enhancer Holders such principal, accrued and unpaid interest and all other monies outstanding thereunder, together with interest at the Interest Rate on such amounts from the date of such declaration until payment is received by the Trustee. Such payment when made shall be deemed to 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 in discharge of the money due has been obtained by Corporation’s obligations under such Notes and any monies so received shall be applied in the Indenture Trustee as hereinafter manner provided in this Article V provided, the Holders of Notes representing a majority of the Security Balances of all 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:section 6.13.

Acceleration of Maturity; Rescission and Annulment. If an -------------------------------------------------- Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee at the written direction of the Bond Insurer or the Holders of Notes Bonds representing not less than a majority of the Security Balances aggregate Bond Principal Balance of all Notes the Bonds may declare 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 Noteholdersthe Bond Insurer or the Bondholders), and upon any such declaration the unpaid principal amount Bond Principal Balance of such Class of Notesthe Bonds, together with accrued and unpaid interest thereon through the date of acceleration, 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 the Bonds representing not less than a majority of the Security Balances aggregate Bond Principal Balance of all Notesthe Bonds, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should shall occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee Trustee, acting at the direction of the Enhancer or the Holders Noteholders of Notes representing not less than a majority of the Security Balances aggregate Note Balance of all Notes the Notes, with the written consent of the Enhancer (so long as no Enhancer Default exists), may (and if so directed by the Enhancer, shall) declare 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 Class of the 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 provided in this Article V providedV, the Holders Enhancer or the Noteholders of Notes representing a majority of the Security Balances aggregate Note Balance of all the Notes, with the written consent of the 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:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default Default, other than a payment default, should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee or the Holders holders of Notes representing not less than a majority of the Security Balances Controlling Class of all Notes may declare all of the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders). If an Event of Default should occur as a result of failure to pay interest when due on the Controlling Class of Notes, and or as a result of failure to pay principal on any Class of Notes upon any such declaration the unpaid principal amount Redemption Date or the Stated Maturity Date of such Class of Notes, then and in every such case the Indenture Trustee or the Holders of Notes representing not less than a majority of the Outstanding Amount of the Highest Priority Notes may make such declaration. Upon such declaration, the unpaid principal of all the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. Unless The "Highest Priority Notes" are the prior written consent of the Credit Enhancer shall have been obtained by the Indenture TrusteeClass A Notes; and when no Class A Notes remain outstanding, the Payment Date upon which such accelerated payment is due Class B Notes; and payable shall not be a Payment Date under when no Class B Notes remain outstanding, the Credit Enhancement Instrument Class C Notes, and thereafter the Indenture Trustee shall not be authorized under Section 3.29 to make a draw thereforClass D Notes as long as Class D Notes are outstanding. 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 holders of Notes representing a majority of the Security Balances Controlling Class of all Notes, Notes by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee (x) shall, at the direction or upon the Holders prior written consent of the Note Insurer or (y) may, if a Note Insurer Default has occurred and is continuing, at the direction of the Owners of Notes representing not less than a majority of the Security Balances Outstanding Amount of the Notes declare all Notes may declare 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 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 Note Insurer or, if a Note Insurer Default exists, the Owners of Notes representing a majority of the Security Note Principal Balances of all Notes, with the prior written consent of the Note Insurer, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default described in paragraph (a), (b) or (c) of Section 5.02 should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant with respect to Section 8.08 of the Servicing Agreementa Series, then unless otherwise provided in the related Indenture Supplement and in every such case the Indenture Trustee or the Holders of Notes representing not less than a majority at least 25% of the Security Balances Outstanding Amount of all Notes such Series may declare all the Notes of such Series to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given declared by Noteholders), and upon any such declaration the unpaid principal amount of such Class of Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. Unless If an Event of Default described in paragraph (d) or (e) of Section 5.02 should occur and be continuing, then the prior written consent unpaid principal of the Credit Enhancer Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall have been obtained by the Indenture Trusteeautomatically become, the Payment Date upon which such accelerated payment is and shall be deemed to be declared, 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 thereforpayable. 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 not less than a majority of the Security Balances Outstanding Amount of all Notesthe Notes of such Series, by written notice to the Issuer and the Indenture TrusteeTrustee and in accordance with Section 5.13, may waive the related Event of Default and rescind and annul such declaration and its consequences as to such Series but only if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee or the Holders of Notes representing not less than a majority of the Security Balances aggregate Note Balance of all Notes (for which purpose the Class AIO Notes will be deemed to have a Note Balance equal to their Notional Amount) with the written consent of the Credit Enhancer, or the Credit Enhancer may declare 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 , together with the prior written consent of Adjusted Issue Price on 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 thereforClass AIO Notes. 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 a majority of the Security Balances aggregate Note Balance of all NotesNotes (for which purpose the Class AIO Notes will be deemed to have a Note Balance equal to their Notional Amount), by written notice to the Issuer and the Indenture TrusteeTrustee with the written consent of the Credit Enhancer, or the Credit Enhancer, may in writing waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master [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 Notes representing not less than a majority of the Security Balances of all Notes may declare 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 a majority of the Security Balances of all Notes, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default should occur with respect to the Notes has occurred and be continuing or if is continuing, the Master Servicer shall purchase all Trustee may or, on the instructions 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 Notes representing not less than a majority 25% in aggregate principal amount of the Security Balances of all outstanding Notes may shall, declare the Maturity Amount of such Notes and any other amounts payable under this Note Indenture to be immediately forthwith due and payablepayable immediately and the Trustee may enforce the rights of the Holders of such Notes as creditors, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon Company. Upon any such declaration the unpaid principal amount of such Class of Notesprincipal, together with accrued and unpaid interest thereon through the date of acceleration, and all other monies outstanding under such Notes shall become immediately due and payable. Unless payable notwithstanding anything contained in this Note Indenture or in such Notes to the prior written consent contrary, and the Company shall forthwith pay to the Trustee for the benefit of the Credit Enhancer Holders such principal, accrued and unpaid interest and all other monies outstanding thereunder, together with interest at the Interest Rate on such amounts from the date of such declaration until payment is received by the Trustee. Such payment when made shall be deemed to 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 in discharge of the money due has been obtained by Company’s obligations under such Notes and any monies so received shall be applied in the Indenture Trustee as hereinafter manner provided in this Article V provided, the Holders of Notes representing a majority of the Security Balances of all 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:Section 6.13.

Acceleration of Maturity; Rescission and Annulment. If -------------------------------------------------- an Event of Default should occur and be continuing or if the Master Servicer shall purchase all ail of the Mortgage Loans pursuant to Section 8.08 8 08 of the Servicing Agreement, . then and in every such case the Indenture Trustee or the Holders of Notes representing not less than a majority of the . Security Balances of all Notes may declare 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 amount. of such Class of o' Notes, . together with accrued o and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. 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 3 29 to make a draw therefor. Section 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 a majority of the Security Balances of Of all Notes, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should shall occur and be continuing or if the Master Servicer Transferor 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 Trustee, or the Holders of Notes representing not less than a majority of the Security Balances Note Balance of all the Class A Notes or the Subordinate Notes, may declare the such 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 any such declaration declaration, the unpaid principal amount Note Balance of such Class of the 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 a 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 providedArticle, or the Holders of Notes representing not less than a majority of the Security Balances aggregate Note Balance of all the Class A Notes or the Subordinate Notes that caused the acceleration of the Notes, by written notice to the Issuer and the Indenture Trustee, may in writing waive the related such Event of Default and rescind and annul such declaration and its consequences ifif the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur occurs and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing AgreementIs continuing, then and in every such case the Indenture Trustee or the Holders of Notes representing not less than a majority of the Security Balances of all Notes may declare the Notes to be immediately due Holder may, in Holder’s sole and payableabsolute discretion, by a notice in writing to the Issuer (Company, rescind any outstanding Conversion Notice and to the Indenture Trustee if given by Noteholders), declare that any or all amounts owing or otherwise outstanding under this Debenture are immediately due and payable and upon any such declaration the unpaid principal amount of this Debenture or such Class of Notesportion thereof, together with accrued and unpaid interest thereon through the date of accelerationas applicable, shall become immediately due and payable. Unless the prior written consent payable in cash at a price of one hundred fifty percent (150%) of the Credit Enhancer Principal Amount thereof, together with all accrued and unpaid interest thereon to the date of payment; provided, however, in the case of any Event of Default described in clauses (iii), (iv), (v) or (vii) of Section 6.1, all amounts owing or otherwise outstanding under this Debenture automatically shall have been obtained by the Indenture Trustee, the Payment Date upon which such accelerated payment is become immediately due and payable without the necessity of any notice or declaration as aforesaid. In the event that the Company is obligated to pay an amount to the Holder in connection with an acceleration of the maturity of this Debenture as set forth herein, the Company shall not be a Payment Date first apply against such amount an amount equal to the outstanding amount owed by the Holder to the Company under the Credit Enhancement Instrument Promissory Notice, if any, and the Indenture Trustee shall not be authorized under Section 3.29 amount otherwise owed by the Company to make a draw therefor. At any time after such declaration of the Holder in connection with an acceleration of the maturity of this Debenture shall be reduced by the outstanding amount owed by the Holder to the Company under the Promissory Note, with the Promissory Note deemed paid by Holder to the extent of and with respect to such amount, and if the amount due from the Company to the Holder in connection with an Event of Default has been made and before a judgment or decree for payment acceleration of the money due has been obtained maturity of this Debenture is equal to or greater than the outstanding amount owed under the Promissory Note, the Company shall cancel and deem the Promissory Note as paid in full in connection with the application of the amount owed by the Indenture Trustee as hereinafter Holder to the Company under Promissory Note against the amount otherwise owed by the Company to the Holder hereunder. The Company shall immediately pay in this Article V provided, cash to the Holders of Notes representing a majority Holder any remaining amount owed by the Company to the Holder in connection with the acceleration of the Security Balances maturity of all Notesthis Debenture as described herein, by written notice after the application of the outstanding amount owed under the Promissory Note, if any, to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:obligation.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, 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 and that an amount equal to the excess, if any, of the sum of the unpaid Bond Principal Balance of the Bonds together with accrued and unpaid interest thereon through the date of payment of such accelerated Bonds, over Available Funds for such date of payment, would constitute a Deficiency Amount pursuant to the terms of the Bond Insurance Policy and will be paid by the Bond Insurer in connection with the acceleration in accordance with the terms of the Bond Insurance Policy), or if a Bond Insurer Default exists, the Holders of Notes Bonds representing not less than a majority of the Security Bond Principal Balances of all Notes Bonds may declare 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 anx xxxx xxxxaration the unpaid principal amount Bond Principal Balance of such Class of Notesthe Bonds, 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 Bond Insurer or if a Bond Insurer Default exists, the Holders of Notes Bonds representing a majority of the Security Bond Principal Balances of all NotesBonds, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event event of Default should occur default under this Loan Agreement occurs and be continuing or if is continuing, the Master Servicer shall purchase all Trustee, as assignee of the Mortgage Loans pursuant to Section 8.08 Issuer, may, and if requested by the owners of the Servicing Agreement, then and in every such case the Indenture Trustee or the Holders of Notes representing not less than a majority 25% in principal amount of the Security Balances of all Notes may Bonds Outstanding shall, by written notice to the Corporation and the Issuer, declare the Notes principal of the Loan and the interest accrued thereon 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 such 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 a declaration of acceleration of maturity with respect to an Event of Default has been made and made, but before a any judgment or decree for payment of the money due on the Loan has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing a majority of the Security Balances of all NotesTrustee may, by written notice to the Issuer and the Indenture TrusteeCorporation, may waive the related Event of Default and rescind and annul such declaration and its consequences if:if (a) the Corporation has deposited with the Trustee a sum sufficient to pay (1) all overdue installments of interest on the Loan, (2) the principal of (and premium, if any, on) the Loan which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor, and (3) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (b) all events of default, other than the non-payment of the principal installments of the Loan which have become due solely by such declaration of acceleration, have been cured or have been waived as provided in Section 7.7 of this Loan Agreement. No such rescission and annulment shall affect any subsequent default or impair any right consequent thereon.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur occurs and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementis continuing, then and in every such case case, but with the consent of the Note Insurer in the absence of a Note Insurer Default, the Indenture Trustee or 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 not less more than a majority 50% of the Security Balances Note Principal Balance of the Outstanding Notes of both Classes, shall, declare all Notes may declare 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 Note Principal Balance of such Class of Notes, together with accrued and unpaid interest thereon through to the date of such acceleration, shall become immediately due and payable. Unless , all subject to the prior written consent of the Credit Enhancer shall have been obtained by Note Insurer in the Indenture Trustee, the Payment Date upon which such accelerated payment is due and payable shall not be absence of a Payment Date under the Credit Enhancement Instrument and the Indenture Trustee shall not be authorized under Section 3.29 to make a draw thereforNote Insurer Default. At any time after such a declaration of acceleration of maturity with respect to an Event of Default 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 a majority more than 50% of the Security Balances Note Principal Balance of the Outstanding Notes of all Notesboth Classes, with the prior written consent of the Note Insurer in the absence of a Note Insurer Default, 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:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur occurs and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementis continuing, then and in every such case case, so long as such Event of Default has not been cured or waived pursuant hereto, the Indenture Trustee or shall, upon the Holders of Notes representing not less than a majority direction of the Security Balances Controlling Party, and may with the written consent of the Controlling Party, at its discretion, by notice then given in writing to the Issuer, the Servicer and the Note Insurer, declare all Notes may declare 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), payable and upon any such declaration such Notes, in an amount equal to the unpaid principal amount Note Balance of such Class of Notes, together with accrued and unpaid interest thereon through to the date of such acceleration, any other amount payable to the Noteholders hereunder or under the Purchase Agreement, any amount payable to the Note Insurer with respect to the Note Insurer Obligations and together with all unpaid Trustee Fees, Backup Servicing Fees, Transition Fees, Additional Servicing Fees and Servicing Fees, shall become immediately due and payable. Unless ; provided that if an Insurer Default has occurred, upon the prior written consent occurrence of the Credit Enhancer an Event of Default described in Section 8.08(f) or Section 8.08(g), such acceleration shall have been obtained be deemed to occur automatically without any action 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 thereforControlling Party. At any time after such a declaration of acceleration of maturity with respect to an Event of Default the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing a majority of the Security Balances of all Notes, Note Insurer by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee (x) shall, at the direction or upon the Holders prior written consent of the Note Insurer or, (y) may, if a Note Insurer Default has occurred and is continuing, at the direction of the Owners of Notes representing not less than a majority of the Security Balances Outstanding Amount of the Notes declare all Notes may declare 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 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 Note Insurer or, if a Note Insurer Default exists, the Owners of Notes representing a majority of the Security Fixed Rate Note Principal Balances of all Notes, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case case, unless the principal amount of the Notes shall have already become due and payable, the Indenture Trustee or the Holders of Notes representing not less than a majority of the Security Balances Outstanding Amount of all the Notes 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 the 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 a majority of the Security Balances Outstanding Amount of all the 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:consequences; provided, however, that no such rescission and annulment shall extend to or affect any subsequent Event of 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 and be continuing or if the Master Servicer shall purchase all with respect to any Series of the Mortgage Loans pursuant to Section 8.08 of the Servicing AgreementNotes, then and in every such case the Surety Provider may, or the Indenture Trustee or the Holders Noteholders of Notes representing not no less than a majority of the Security Balances Outstanding Amount of the Outstanding Notes may, after obtaining the written consent of the Surety Provider, declare all Notes may declare the Outstanding Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee and the Surety Provider if given by Noteholders), and upon any such declaration the unpaid principal amount of such Class of all the Outstanding Notes, together with accrued and unpaid interest thereon and any outstanding Noteholders' Auction Rate Interest Carryover 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 a declaration of acceleration of maturity with respect to an Event of Default the Outstanding Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders Surety Provider or, after obtaining the written consent of the Surety Provider, the Noteholders of Notes representing a majority of the Security Balances Outstanding Amount of all the Outstanding Notes, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and may, rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee or Trustee, at the written direction of the Holders of Notes representing not less than a majority of the Security Balances aggregate Note Principal Balance of all Notes the Notes, may declare the Notes to be immediately due and payable, payable by a notice in writing to the Issuer (and to the Indenture Trustee Trustee, if such notice is given by Noteholders), and upon any such declaration declaration, the unpaid principal amount Note Principal Balance of such Class of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. Unless ; provided, however, that, notwithstanding anything herein to the prior written consent contrary, in the case of an Event of Default arising solely from a failure to make required payments on the Class N Notes, such acceleration may not be declared and the exercise of the Credit Enhancer shall have been obtained by the Indenture Trustee, the Payment Date upon which such accelerated payment is due and payable remedies described in this Article V shall not be undertaken without the written direction of both (a) the Holders of Offered Notes representing not less than a Payment Date under majority of the Credit Enhancement Instrument aggregate Note Principal Balance of the Offered Notes and (b) the Indenture Trustee shall Holders of Class N Notes representing not be authorized under Section 3.29 to make less than a draw thereformajority of the aggregate Note Principal Balance of the Class N Notes. 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 not less than a majority of the Security Balances aggregate Note Principal Balance of all the Notes, by written notice to the Issuer and the Indenture Trustee, may may, subject to Section 5.12, waive the related Event of Default and rescind and annul such declaration and its consequences ifif the Issuer has paid or deposited with the Indenture Trustee or Securities Administrator a sum sufficient to pay:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee (x) shall, at the direction or upon the Holders prior written consent of the Note Insurer or (y) may, if a Note Insurer Default has occurred and is continuing, at the direction of the Owners of Notes representing not less than a majority of the Security Balances Outstanding Amount of the Notes, declare all Notes may declare 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 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 Note Insurer or, if a Note Insurer Default exists, the Owners of Notes representing a majority of the Security Note Principal Balances of all Notes, with the prior written consent of the Note Insurer, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing of the kind specified in clause (g), (h), (j) or if (k) of Section 9.01 occurs, the Master Servicer shall purchase unpaid principal amount of all of the Mortgage Loans pursuant to Section 8.08 Notes shall automatically become immediately due and payable without notice, presentment or demand of the Servicing Agreementany kind. If any other Event of Default occurs and is continuing, then and in every such case case, so long as such Event of Default has not been cured or waived pursuant hereto, (i) the Indenture Trustee or shall, upon the Holders of Notes representing not less than a majority direction of the Security Balances Majority Noteholders, by notice then given in writing to the Issuer and OAC, declare all of all Notes may declare 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), payable and upon on any such declaration such Notes, in an amount equal to the unpaid principal amount Note Balance of such Class of Notes, together with accrued and unpaid interest thereon through to the date of such acceleration, and together with all unpaid Trustee Fees, shall become immediately due and payable. Unless payable and (ii) OAC, upon the prior written consent request of the Credit Enhancer Majority Noteholders, shall have been obtained deliver all material, in its control, which may be necessary for the collection of the Receivables by a party other than OAC to the Indenture Trustee, as the Payment Date upon which such accelerated payment is due and payable shall not be a Payment Date under Majority Noteholders may direct in writing to OAC, provided, however, OAC may retain copies of the Credit Enhancement Instrument and the Indenture Trustee shall not be authorized under Section 3.29 to make a draw thereforabove. At any time after such a declaration of acceleration of maturity with respect to an Event of Default the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing a majority of the Security Balances of all Notes, Majority Noteholders by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Issuer Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee may, or at the direction of the Holders of Notes Bonds representing not less more than a majority 50% of the Security Balances Voting Rights of each Class of Bonds, shall declare all Notes may declare of 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 Noteholders)Issuer, and upon any such declaration the aggregate unpaid principal amount Principal Amount of such Class of Notesthe Bonds, 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 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 on the next succeeding Payment Date under 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 Credit Enhancement Instrument and the Indenture Trustee shall not be authorized under Section 3.29 to make a draw thereforfollowing paragraph. 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 in respect of the Bonds has been obtained by the Indenture Trustee as hereinafter provided in this Article V providedV, the Holders of Notes Bonds representing a majority more than 50% of the Security Balances Voting Rights of all Noteseach Class of Bonds that has been declared due and payable, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee or the Holders of Notes representing not less than a majority of the Security Balances of all Notes (or specify which Class of Notes may declare an acceleration) may declare 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 3.32 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 a majority of the Security Balances of all Notes, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case case, unless the principal amount of the Notes shall have already become due and payable, the Indenture Trustee or the Holders of Notes representing not less than a majority of the Security Balances Outstanding Amount of all the Notes 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 the 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 a majority of the Security Balances Outstanding Amount of all the 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:consequences; provided, however, that no such rescission and annulment shall extend to or affect any subsequent Event of 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

Acceleration of Maturity; Rescission and Annulment. If an -------------------------------------------------- Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans Contracts pursuant to [Section 8.08 8.08] of the Servicing Agreement, then and in every such case the Indenture Trustee or the Holders of Notes representing not less than a majority of the Security Balances of all Notes may declare 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 a majority of the Security Balances of all Notes, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Insurer Default shall not have occurred and be continuing and an Event of Default should occur shall have occurred and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee or the Holders of Notes representing not less than a majority of the Security Balances of all Notes Note Insurer may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by NoteholdersTrustee), and upon any such declaration declaration, the unpaid principal amount of such Class of NotesNote Balance, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. Unless If an Insurer Default shall have occurred and be continuing and an Event of Default shall have occurred and be continuing, the prior Trustee in its discretion may, or if so requested in writing by Note Voting Amount shall, declare by written consent notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable, together with accrued and unpaid interest thereon. In the event of an acceleration of the Credit Enhancer Notes by operation of this Section 5.2, the Trustee shall continue to be entitled to make claims under the Policy pursuant to Sections 5.4 and 5.5 of the Pooling and Servicing Agreement for payments on the Notes. Payments under the Policy following acceleration of the Notes shall be applied by the Trustee to pay interest and principal on the Notes according to clauses FIFTH and SIXTH of Section 5.4(b). If the Notes are accelerated due to an Event of Default, the Note Insurer shall have been obtained the right (in addition to its obligation to pay payments on the Notes in accordance with the Policy), but not the obligation, to make payments under the Policy or otherwise of interest and principal due on the Notes, in whole or in part, on any date or dates following such acceleration as the Note Insurer, in its sole discretion, shall elect. In no event may the Note Insurer make distributions with respect to the Notes later than required 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 Note Insurer's obligation to make a draw thereforpayments on the Notes in accordance with the Policy. At any time after such declaration of acceleration of maturity with respect to an Event of Default has been made by the Trustee 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 a majority of the Security Balances of all NotesNote Voting Amount, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur (other than a Bankruptcy Event of Default) occurs and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementis continuing, then and in every such case the Indenture Trustee Trustee, upon the direction of Holders of no less than 25% of the Outstanding Bonds (for an Event of Default specified in clauses (i) and (ii) of Section 701) or the Majority Holders (for any other Event of Notes representing not less than a majority of Default), shall declare the Security Balances principal amount of all Notes may declare the Notes Bonds to be immediately due and payablepayable immediately, by a notice in writing to the Issuer (and to the Indenture Trustee Trustee, if given by Noteholdersthe Holders), and upon any such declaration the unpaid such principal amount of such Class of Notesamount, together with any accrued and unpaid interest thereon through and all other amounts payable under the date of acceleration, Bonds shall become immediately due and payable. Unless If a Bankruptcy Event of Default occurs, the prior written consent principal amount of, any accrued interest on and all other amounts payable under the Bonds then Outstanding shall become immediately due and payable. In addition, if one or more of the Credit Enhancer Events of Default (other than a Bankruptcy Event of Default) shall have been obtained by the Indenture Trusteeoccurred and be continuing, the Payment Date upon which Trustee may accelerate the maturity of the Bonds as provided in the first paragraph of this Section 702 notwithstanding the absence of direction from the Holders if in the judgment of the Trustee such accelerated payment action is due and payable shall not be a Payment Date under necessary to protect the Credit Enhancement Instrument and interests of the Indenture Trustee shall not be authorized under Section 3.29 to make a draw thereforHolders. At any time after the principal of the Bonds shall have become due and payable upon a declared acceleration as provided herein, and before any judgment or decree for the payment of the money so due, or any portion thereof, shall be entered, the Majority Holders, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if all Events of Default giving rise to such acceleration have been cured or waived. At any time after a declaration of acceleration of maturity with respect to an Event of Default has been made and under this Indenture, but before a judgment or decree for payment of the money principal amount of the Bonds then due has been obtained by the Indenture Trustee as hereinafter in this Article V providedTrustee, the Holders of Notes representing a majority of the Security Balances of all Notes, Issuer by written notice to a Responsible Officer of the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, 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 Notes representing not less than a majority of the Security Note Principal Balances of all Notes may declare the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount Note Principal Balance of such Class of the 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 providedV, the [Note Insurer or, if a Note Insurer Default exists, the] Holders of Notes representing a majority of the Security Note Principal Balances of all Notes, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default described in paragraph (f) or (g) of Section 5.1 should occur and be continuing, then the unpaid principal of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall automatically become due and payable. If any other Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee or the Holders of Notes representing not less than a majority of the Security Balances of all Notes Required Noteholders may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to a Trustee Officer of the Indenture Trustee if given declared by the Required 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 provided in this Article V providedV, the Holders of Notes representing a majority all of the Security Balances Managing Agents for the events set forth in Section 7.02(a)(1) of the Note Purchase Agreement and the Required Noteholders for all Notes, other Events of Default by written notice to the Issuer and a Trustee Officer of the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:(but without affecting any allocations made on or after that declaration of acceleration of maturity but prior to such rescission and annulment of such declaration under Article VIII). No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration of Maturity; Rescission and Annulment. (d) If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to kind specified in Section 8.08 6.01(e) or Section 6.01(f) hereof occurs, each Class of Notes shall automatically become due and payable at the sum of its Outstanding Note Balance and unreimbursed Note Balance Write-Down Amounts, if any, together with all accrued and unpaid interest thereon. If an Event of Default (other than an Event of Default of the Servicing Agreementkind described in the preceding sentence) is related to the failure to pay interest or principal in respect of a Class of Notes, then and in every such case the Indenture Trustee shall, upon notice from Holders (other than DRC or an affiliate thereof) representing at least 66-2/3% of the Holders Outstanding Note Balance of the most senior Class of Notes then Outstanding (plus, if the payment of interest and principal on the most senior Class of Notes is current, the consent of holders (other than DRC or an affiliate thereof) representing not less than at least a majority of the Security Balances Outstanding Note Balance of all each Class of Notes may which has failed to receive one or more payments of interest or principal), declare the each Class of Notes to be immediately due and payablepayable at the sum of its Outstanding Note Balance and unreimbursed Note Balance Write-Down Amounts, by a notice if any, together with all accrued and unpaid interest thereon. If an Event of Default (other than an Event of Default described in writing to the Issuer (preceding two sentences) shall occur and to is continuing, the Indenture Trustee if given by Noteholders)shall, and upon any such declaration notice from Holders representing at least 66-2/3% of the unpaid principal amount then Outstanding Note Balance of such each Class of Notes, declare each Class of Notes to be immediately due and payable at the sum of its Outstanding Note Balance and unreimbursed Note Balance Write-Down Amounts, if any, together with all accrued and unpaid interest thereon. Upon any such declaration or automatic acceleration, the sum of the Outstanding Note Balance and unreimbursed Note Balance Write-Down Amounts, if any, of the applicable Class or Classes of Notes together with all accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. Unless the prior written consent payable without presentment, demand, protest or other notice of the Credit Enhancer shall have been obtained any kind, all of which are hereby waived 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 Issuer. The Indenture Trustee shall not be authorized under Section 3.29 to make promptly send a draw therefor. At notice of any time after such declaration of or automatic 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 a majority of the Security Balances of all 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:Rating Agency.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage 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 Notes representing not less than a majority of the Security Balances of all Notes with the written consent of the Credit Enhancer, or, the Credit Enhancer may declare 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 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 provided in this Article V providedV, the Holders of Notes representing a majority of the Security Balances of all Notes, by written notice to the Issuer and the Indenture TrusteeTrustee with the written consent of the Credit Enhancer, or the Credit Enhancer, as long as the Class II Notes are outstanding, may in writing waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If --------------------------------------------------- an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee or the Holders of Notes representing not less than a majority of the Security Balances of all Notes may declare 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 3.32 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 a majority of the Security Balances of all Notes, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementoccur, then and in every such case the Indenture Trustee (with the prior written consent of the Subordinate Note Insurer) or the Holders Noteholders of Notes representing not less than a majority of the Security Balances Outstanding Amount of all the Notes (with the prior written consent of the Subordinate Note Insurer) may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer and the Swap Counterparty (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 ; provided, however, that if the prior written consent of Senior Notes have been paid in full, the Credit Enhancer Subordinate Note Insurer shall have been obtained by the Indenture Trustee, exclusive right to determine whether or not to accelerate payment on 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 thereforNotes. 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, either (x) the Holders Noteholders of Notes representing a majority of the Security Balances Outstanding Amount of all Notesthe Notes (with the prior written consent of the Subordinate Note Insurer), by written notice to the Issuer and the Indenture Trustee, or (y) if the Senior Notes are not Outstanding, the Subordinate Note Insurer may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee may (with the prior written consent of the Bond Insurer), and, at the written direction of the Bond Insurer or if a Bond Insurer Default exists, the Holders of Notes Bonds representing not less than a majority of the Security Bond Principal Balances of all Notes may Bonds, shall, declare 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 Class of Notesthe Bonds, 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 Bond Insurer or, if a Bond Insurer Default exists, the Holders of Notes Bonds representing a majority of the Security Bond Principal Balances of all NotesBonds, by written notice to the Issuer Issuer, the Bond Administrator and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. 18 If an Event of Default should occur (other than an Event of Default specified in Section 5.01(e) or 5.01(f)) with respect to the Notes occurs and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementis continuing, then and in every such case the Indenture Trustee may, but shall not be required, or the Holders of Notes representing not less than a majority 25% in principal amount of the Security Balances of all Notes may declare the Notes principal amount of the Outstanding Notes, and any accrued but unpaid interest through the date of such declaration, to be immediately due and payablepayable immediately, by a notice in writing to the Issuer Company and the Securities Administrator (and to the Indenture Trustee if given by NoteholdersHolders), and upon any such declaration the unpaid such principal amount of such Class of Notes, together with accrued and unpaid interest thereon through the date of acceleration, (or specified amount) shall become immediately due and payable. Unless the prior written consent If an Event of the Credit Enhancer shall have been obtained by the Indenture TrusteeDefault specified in clause (e) or (f) of Section 5.01 occurs and is occurring, the Payment Date upon which principal amount of all Outstanding Securities, together with any accrued interest through the occurrence of such accelerated payment is event, shall become and be due and payable shall not be a Payment Date under immediately, without any declaration or other act on the Credit Enhancement Instrument and part of the Indenture Trustee shall not be authorized under Section 3.29 to make a draw thereforor any Holder. At any time after such a declaration of acceleration of maturity with respect to an Event of Default the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing a majority in principal amount of the Security Balances of all Outstanding Notes, by written notice to the Issuer Company and the Indenture Trustee, may waive the related any existing Event of Default and rescind and annul such declaration and its consequences if:under this Indenture except a continuing Event of Default in payment of interest or premium on, or the principal of, the Notes. No such rescission shall affect any subsequent default or impair any right consequent thereon. The Trustee shall not be required to act upon an Event of Default unless a Responsible Officer has received written notice of such Event of Default.

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur with respect to the Note Outstanding occurs and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementis continuing, then and in every such case the Indenture Trustee or the Holders of Notes representing not less than a majority 66-2/3 % in aggregate principal amount of the Security Balances Outstanding Notes of the Controlling Class may declare, by notice in writing to the Trustee and the Issuer, or may direct the Trustee to declare, by notice in writing to the Issuer, the principal of all Notes may declare 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 declaration, such 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 payable without any presentment, demand, protest or other notice of the Credit Enhancer any kind (except such notices as shall have been obtained be expressly required by the Indenture Trusteeprovisions of this Indenture), all of which are hereby expressly waived; provided, however, that if an Event of Default under paragraph (5) or (6) of Section 6.01 hereof occurs with respect to the Issuer, the Payment Date upon which such accelerated payment is Notes shall automatically become due and payable shall not be a Payment Date under without any declaration notice to the Credit Enhancement Instrument and Issuer or the Indenture Trustee. The Trustee shall not be authorized under Section 3.29 send a copy of any such notice to make a draw thereforthe Rating Agency. At any time after such a declaration of acceleration has been made, or after such acceleration has automatically become effective, but before any Sale of maturity with respect to an Event of Default 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 a majority not less than 66-2/3% in aggregate principal amount of the Security Balances Outstanding Notes of all Notesthe Controlling Class, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration or automatic acceleration 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 declaration or automatic acceleration and its consequences) if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default described in (i) subsections 5.02 (a), (b), (e) -------------------- --- --- or (f) should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee or the Holders --- of Notes representing not less than a majority of the Security Balances Outstanding Amount of all each affected Series of the Notes may and (ii) subsections 5.02(c) or (d) should ------------------- --- occur and be continuing the Indenture Trustee shall declare all the Notes of such Series to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given declared by Noteholders), and upon any such declaration the Revolving Period (or, if applicable, any other period of principal payment or accumulation other than an Early Amortization Period) with respect to such Series shall terminate, an Early Amortization Period will commence and the unpaid principal amount of 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 not less than a majority of the Security Balances Outstanding Amount of all Notesthe Notes of such Series, 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:with respect to such Series. 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 continuing, then (i) if such Event of Default arises under Section 5.01(e) or if (f) hereof, automatically and without ---------------------- any further act by the Master Servicer shall purchase Indenture Trustee, the Issuer Trust or any other Person and without protest, presentment, demand or notice of any kind, all of which are hereby waived by the Mortgage Loans pursuant to Section 8.08 Issuer Trust, the unpaid principal amount of the Servicing AgreementNotes, then together with accrued and unpaid interest shall be immediately due and payable and (ii) in every such case all other cases, the Indenture Trustee Trustee, at the direction or upon the Holders of Notes representing not less than a majority prior written consent of the Security Balances of all Notes Majority Noteholders, may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer Trust (and to the Indenture Trustee if given directly by the Majority 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 moneys due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing a majority of the Security Balances of all Notes--------- Majority Noteholders, by written notice to the Issuer Trust and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur (other than by reason of an Event of Default specified in Section 501(vi) or 501(vii)) occurs and be continuing or if is continuing, 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 Notes representing not less than a majority at least 30% in principal amount of the Security Balances of all Notes Outstanding may declare the principal (and premium, if any), interest and any other monetary obligations on all the then outstanding Notes to be immediately due and payablepayable immediately, by a notice in writing to the Issuer Company (and to the Indenture Trustee if given by NoteholdersHolders); PROVIDED, and upon HOWEVER, that, so long as any Indebtedness permitted to be incurred under this Indenture as part of the Senior Credit Facilities shall be outstanding, such acceleration shall not be effective until the earlier of (i) acceleration of any such declaration Indebtedness under the unpaid Senior Credit Facilities or (ii) five Business Days after the giving of written notice to the Company and the Bank Agent of such acceleration. Upon the effectiveness of such declaration, such principal and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default specified in Section 501(vi) or 501(vii) occurs and is continuing, then the principal amount of such Class of Notes, together with accrued all the Notes shall IPSO FACTO become and unpaid interest thereon through the date of acceleration, shall become be immediately due and payable. Unless payable without any declaration or other act on the prior written consent part 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 thereforor any Holder. At any time after such a 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 providedArticle, the Holders of Notes representing a majority in aggregate principal amount of the Security Balances of all NotesNotes Outstanding, by written notice to the Issuer Company and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should shall occur and be continuing or if the Master Servicer Transferor shall purchase all of the Group I Mortgage Loans pursuant to Section 8.08 of the Sale and Servicing Agreement, then and in every such case the Indenture Trustee or the Holders of Notes representing not less than a majority of the Security Balances aggregate Note Balance of all the Class A-1 Notes and Class A-2 Notes (in each case with the consent of the Enhancer), may declare the such 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 any such declaration declaration, the unpaid principal amount Note Balance of such Class of Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. Unless If an Event of Default shall occur and be continuing or if the prior written Transferor shall purchase all of the Group II Mortgage Loans pursuant to Section 8.08 of the Sale and Servicing Agreement, then in every such case the Indenture Trustee or the Holders of Notes representing not less than a majority of the aggregate Note Balance of the Class A-3 Notes and Class A-4 Notes (in each case with the consent of the Credit Enhancer shall have been obtained by the Indenture TrusteeEnhancer), the Payment Date upon which may declare such accelerated payment is Notes to be immediately due and payable shall not be payable, by a Payment Date under notice in writing to the Credit Enhancement Instrument Issuer (and to the Indenture Trustee if given by the Noteholders); and upon any such declaration, the unpaid Note Balance of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall not be authorized under Section 3.29 to make a draw thereforbecome 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 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 not less than a majority of the Security Balances aggregate Note Balance of all Notesthe related Classes, by written notice to the Issuer and the Indenture Trustee, may with the consent of the Enhancer, in writing waive the related such Event of Default and rescind and annul such declaration and its consequences ifif the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing or if the Master Servicer shall purchase all of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreementcontinuing, then and in every such case the Indenture Trustee (x) shall, at the direction or upon the Holders prior written consent of the Note Insurer or, (y) may, if a Note Insurer Default has occurred and is continuing, at the direction of the Owners of Notes representing not less than a majority of the Security Balances Outstanding Amount of the Notes declare all Notes may declare 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 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 Note Insurer or, if a Note Insurer Default exists, the Owners of Notes representing a majority of the Security Adjustable Rate Note Principal Balances of all Notes, by written notice to the Issuer and the Indenture Trustee, may waive the related Event of Default and rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur with respect to the Notes occurs and be is continuing or if the Master Servicer shall purchase all (other than an Event of the Mortgage Loans pursuant to Default specified in Section 8.08 of the Servicing Agreement5.1(5) above), then and in every such case either the Indenture Trustee or the Holders of Notes representing not less than a majority 25% of the Security Balances aggregate principal amount of all the Outstanding Notes may declare the Notes principal of all the Notes, and accrued and unpaid interest, if any, thereon to be immediately due and payablepayable immediately, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholdersthe Holders), and upon any such declaration the unpaid such principal amount of and such Class of Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. Unless If an Event of Default under Section 5.1(5) with respect to the prior written consent Guarantors or Issuer occurs and is continuing, then the principal of all the Notes, and accrued and unpaid interest, if any, thereon shall be automatically due and payable. If a Default occurs with respect to any of the Credit Enhancer shall have been obtained covenants set forth in Sections 10.10, 10.11 and 10.12, such Default and all consequences thereof will be annulled, waived and rescinded automatically, without any action by the Indenture TrusteeTrustee or the Holders of the Notes and without giving rise to an Event of Default, if within the 120-day cure period provided for in Section 5.1(3) following the giving of a Notice of Default to the Issuer respecting such Default, the Payment Date upon which Parent Guarantor delivers an Officer’s Certificate to the Trustee stating that, as of a specified date subsequent to the end of the applicable fiscal quarter, 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 thereforDefault has been cured. At any time after such declaration of acceleration of maturity with respect to an Event of Default has the Notes have been made accelerated 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 a majority of the Security Balances aggregate principal amount of all the Outstanding 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: