Common use of Rights Upon an Event of Default Clause in Contracts

Rights Upon an Event of Default. (a) If an Event of Default shall have occurred and be continuing, with the consent of the Note Insurer the Trustee may, or with the consent of the Note Insurer the Holders of at least 25% in aggregate outstanding Principal Amount of the Notes (subject to rescission as described below) may, or the Note Insurer may, declare by written notice to the Subordinated Certificateholders (and the Trustee, if declared by the Noteholders or the Note Insurer), the entire Principal Amount of the Notes immediately due, together with accrued interest thereon. The Subordinated Certificateholders shall have no right to declare an Event of Default or to make a declaration of acceleration. At any time after such a declaration of acceleration with respect to the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee, if there has been deposited in the Collection Account, either pursuant to collections on the Trust Property or from amounts deposited with the Collateral Agent by the Subordinated Certificateholders, an amount sufficient to pay: (i) all sums paid or advanced by the Trustee, the Collateral Agent, the Note Insurer and the Note Paying Agent hereunder and the reasonable compensation, expenses and disbursements of the Trustee, the Collateral Agent, the Note Paying Agent, the Certificate Paying Agent, the Note Registrar, the Certificate Registrar, the Administrator, the Note Insurer and their agents and (ii) the Interest Amount with respect to the next Payment Date, such declaration and its consequences shall be rescinded and annulled. (b) If the Notes have been declared due following an Event of Default, subject to the Security Agreement, the Trustee shall maintain possession of the Trust Property (or any portion thereof) and continue to apply collections from the Trust Property as if there had been no declaration of acceleration unless the Trustee shall be directed by the Note Insurer or, with the consent of the Note Insurer, the Holders of not less 66 2/3% of the Principal Amount of the Notes to liquidate the Trust Property, in which case the Trustee shall liquidate the Trust Property by selling all the assets of the Trust at one or more public or private sales in any manner permitted by law; provided, however, that neither the Depositors nor any of their affiliates shall be permitted to purchase any or all of the assets of the Trust.

Rights Upon an Event of Default. (a) If an Event of Default as described in Article XII shall have occurred and be continuing, but with the consent of the Note Insurer in the absence of a Note Insurer Default, the Indenture Trustee may, and on request of the Note Insurer or the Holders of Notes representing not less than 51% of the Outstanding Amount of the Notes (with the consent of the Note Insurer Insurer), shall, declare all the Holders of at least 25% Notes to be immediately due and payable by a notice in aggregate outstanding Principal writing to the Trust (and to the Indenture Trustee if given by Noteholders), and upon any such declaration such Notes, in an amount equal to the Outstanding Amount of the Notes (subject to rescission as described below) may, or the Note Insurer may, declare by written notice to the Subordinated Certificateholders (and the Trustee, if declared by the Noteholders or the Note Insurer), the entire Principal Amount of the Notes immediately dueNotes, together with accrued and unpaid interest thereon. The Subordinated Certificateholders thereon to the date of such acceleration, shall have no right become immediately due and payable, all subject to declare an Event the prior written consent of Default or to make the Note Insurer in the absence of a declaration of accelerationNote Insurer Default. At any time after such a declaration of acceleration with respect to of maturity of the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article; provided the Note Insurer or the Holders of Notes representing more than 50% of the Outstanding Amount of the Notes, with the prior written consent of the Note Insurer, by written notice to the Trust and the Indenture Trustee, if there has been deposited in the Collection Account, either pursuant to collections on may rescind and annul such declaration and its consequences if: (1) the Trust Property has paid or from amounts deposited with the Collateral Agent by the Subordinated Certificateholders, an amount Indenture Trustee a sum sufficient to pay: : (iA) all payments of principal of, and interest on, all Notes and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (B) all sums paid or advanced by the Trustee, the Collateral Agent, the Note Insurer and the Note Paying Agent Indenture Trustee hereunder and the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture Trustee, the Collateral Agent, the Note Paying Agent, the Certificate Paying Agent, the Note Registrar, the Certificate Registrar, the Administrator, the Note Insurer and their its agents and counsel; and (ii2) the Interest Amount all Events of Default with respect to the next Payment DateNotes, other than the nonpayment of the principal of Notes that have become due solely by such declaration and its consequences shall be rescinded and annulled. (b) If the Notes acceleration, have been declared due following an cured or waived as provided in Section 5.19. No such rescission shall affect any subsequent Event of Default, subject to the Security Agreement, the Trustee shall maintain possession of the Trust Property (Default or impair any portion thereof) and continue to apply collections from the Trust Property as if there had been no declaration of acceleration unless the Trustee shall be directed by the Note Insurer or, with the consent of the Note Insurer, the Holders of not less 66 2/3% of the Principal Amount of the Notes to liquidate the Trust Property, in which case the Trustee shall liquidate the Trust Property by selling all the assets of the Trust at one or more public or private sales in any manner permitted by law; provided, however, that neither the Depositors nor any of their affiliates shall be permitted to purchase any or all of the assets of the Trustright consequent thereon.

Rights Upon an Event of Default. (a) If an Event Upon the occurrence of Default shall have occurred and be continuing, with the consent of the Note Insurer the Trustee may, or with the consent of the Note Insurer the Holders of at least 25% in aggregate outstanding Principal Amount of the Notes (subject to rescission as described below) may, or the Note Insurer may, declare by written notice to the Subordinated Certificateholders (and the Trustee, if declared by the Noteholders or the Note Insurer), the entire Principal Amount of the Notes immediately due, together with accrued interest thereon. The Subordinated Certificateholders shall have no right to declare an Event of Default or to make a declaration of acceleration. At any time after such a declaration of acceleration with respect to the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee, if there has been deposited in the Collection Account, either pursuant to collections on the Trust Property or from amounts deposited with the Collateral Agent by the Subordinated Certificateholders, an amount sufficient to pay: (i) all sums paid or advanced by the Trustee, the Collateral Agent, the Note Insurer and the Note Paying Agent hereunder and the reasonable compensation, expenses and disbursements of the Trustee, the Collateral Agent, the Note Paying Agent, the Certificate Paying Agent, the Note Registrar, the Certificate Registrar, the Administrator, the Note Insurer and their agents and (ii) the Interest Amount with respect to the next Payment Date, such declaration and its consequences shall be rescinded and annulled. (b) If the Notes have been declared due following an Event of Default, subject Grantee, immediately and without additional notice and without liability therefor to Grantor and to the Security Agreement, the Trustee shall maintain possession of the Trust Property (or any portion thereof) and continue to apply collections from the Trust Property as if there had been no declaration of acceleration unless the Trustee shall be directed by the Note Insurer or, with the consent of the Note Insurer, the Holders of not less 66 2/3% of the Principal Amount of the Notes to liquidate the Trust Property, in which case the Trustee shall liquidate the Trust Property by selling all the assets of the Trust at one or more public or private sales in any manner extent permitted by law; provided, howeverexcept for its own gross negligence or willful misconduct, that neither the Depositors nor any of their affiliates shall may do or cause to be permitted to purchase done any or all of the assets following: (a) take physical possession of the TrustPremises; (b) enter into contracts for the completion, repair and maintenance of the Improvements thereon; (c) expend loan funds and any income derived from the Premises for payment of any taxes, insurance premiums, assessments and charges for completion, repair and maintenance of the Improvements, preservation of the lien of this Security Instrument and satisfaction and fulfillment of any liabilities or obligations of Grantor arising out of or in any way connected with the construction of Improvements on the Premises whether or not such liabilities and obligations in any way affect, or may affect, the lien of this Security Instrument; (d) enter into leases demising the Premises or any part thereof; (e) take such steps to protect and enforce the specific performance of any covenant, condition or agreement in the Note or this Security Instrument, or to aid the execution of any power herein granted; (f) generally, supervise, manage, and contract with reference to the Premises as if Grantee were equitable owner of the Premises; (g) seek the appointment of a receiver as provided in Section 5.2 below; (h) exercise any or all of the remedies available to a secured party under the Uniform Commercial Code, including, but not limited to, selling, leasing or otherwise disposing of any fixtures and personal property which is encumbered hereby at public sale, with or without having such fixtures or personal property at the place of sale, and upon such terms and in such manner as Grantee may determine; (i) exercise any or all of the remedies of a secured party under the Uniform Commercial Code with respect to the Intangible Personalty; and (j) enforce any or all of the assignments or collateral assignments made in this Security Instrument as additional security for the Secured Obligations. Grantor also agrees that any of the foregoing rights and remedies of Grantee may be exercised at any time upon the occurrence of an Event of Default independently of the exercise of any other such rights and remedies, and Grantee may continue to exercise any or all such rights and remedies until the Event(s) of Default are cured or waived or until foreclosure and the conveyance of the Premises or until the Secured Obligations are satisfied or paid in full and all of Grantor’ commitments are terminated.

Rights Upon an Event of Default. (a) If an any Event of Default shall have occurred and be continuingnot been waived, with the consent Bank may give notice of the Note Insurer the Trustee may, or with the consent occurrence and continuance of the Note Insurer the Holders of at least 25% in aggregate outstanding Principal Amount of the Notes (subject to rescission as described below) may, or the Note Insurer may, declare by written notice to the Subordinated Certificateholders (and the Trustee, if declared by the Noteholders or the Note Insurer), the entire Principal Amount of the Notes immediately due, together with accrued interest thereon. The Subordinated Certificateholders shall have no right to declare an Event of Default to the Bond Trustee pursuant to Section 901 of the Trust Agreement, and direct the Bond Trustee to declare the principal of the Bonds then outstanding and the interest accrued thereon immediately due and payable under Section 901 of the Trust Agreement resulting in the Trustee drawing under the Letter of Credit pursuant to Section 902 of the Trust Agreement whereupon all amounts drawn under the Letter of Credit, all Advances, all interest thereon and all other amounts payable hereunder or in respect hereof shall automatically be forthwith due and payable by the Company, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by the Company. The Bank may also elect to make a declaration cause the Bonds to be purchased with the proceeds of accelerationthe Letter of Credit pursuant to the terms of the Trust Agreement. At any time after If the Bonds are purchased rather than redeemed with the proceeds of such a declaration drawing under the Letter of acceleration with respect to Credit, such Bonds shall be held as Pledged Bonds for the Notes has been made and before a judgment or decree for payment benefit of the money due has been obtained by Bank in accordance with the Trusteeterms hereof and of the terms of the Trust Agreement. Notwithstanding the foregoing, if there has been deposited in the Collection Account, either pursuant to collections on the Trust Property or from amounts deposited with the Collateral Agent by the Subordinated Certificateholders, an amount sufficient to pay: (i) all sums paid or advanced by the Trustee, the Collateral Agent, the Note Insurer and the Note Paying Agent hereunder and the reasonable compensation, expenses and disbursements of the Trustee, the Collateral Agent, the Note Paying Agent, the Certificate Paying Agent, the Note Registrar, the Certificate Registrar, the Administrator, the Note Insurer and their agents and (ii) the Interest Amount with respect to the next Payment Date, such declaration and its consequences shall be rescinded and annulled. (b) If the Notes have been declared due following an Event of DefaultDefault specified in (f) or (g) above shall occur, subject then all commitments, if any, shall automatically terminate and all obligations owing to the Security Agreement, Bank hereunder and all accrued interest in respect thereof shall immediately become due and payable without the Trustee shall maintain possession giving of the Trust Property (any notice or any portion thereof) and continue to apply collections from the Trust Property as if there had been no declaration of acceleration unless the Trustee shall be directed other action by the Note Insurer or, with the consent of the Note Insurer, the Holders of not less 66 2/3% of the Principal Amount of the Notes to liquidate the Trust Property, in which case the Trustee shall liquidate the Trust Property by selling all the assets of the Trust at one or more public or private sales in any manner permitted by law; provided, however, that neither the Depositors nor any of their affiliates shall be permitted to purchase any or all of the assets of the TrustBank.

Rights Upon an Event of Default. (a) If an When any Event of Default shall have has -------------------------------- occurred and be continuing, with is continuing the consent of the Note Insurer the Trustee Lender may, in addition to such other rights or with the consent of the Note Insurer the Holders of remedies as it may have, then or at least 25% in aggregate outstanding Principal Amount of the Notes (subject to rescission as described below) may, or the Note Insurer may, declare by written notice to the Subordinated Certificateholders (and the Trustee, if declared by the Noteholders or the Note Insurer), the entire Principal Amount of the Notes immediately due, together with accrued interest thereon. The Subordinated Certificateholders shall have no right to declare an Event of Default or to make a declaration of acceleration. At any time after such a declaration of acceleration or times thereafter exercise with respect to the Notes has Collateral any and all of the rights, options and remedies of a secured party under the Uniform Commercial Code of Illinois (the "UCC") including without limitation the sale of all or any part of the Collateral at any brokers' board or any public or private sale, provided, however that the Lender shall only be able to exercise such rights and remedies to the extent of all interest and principal payments which are due and payable as of the date of the Event of Default and provided further that prior to such exercise the Lender shall release from the Collateral so much thereof as it would have been made required to release under Section 3.4 hereof if the period from the previous __________ __ to the date of such release constituted a Plan Year and before a judgment no Event of Default had occurred. The net proceeds of any such sale, after deducting all costs and expenses incurred in the collection, protection, sale and delivery of the Collateral (which expenses Borrower promises to pay) shall be applied first to the payment of any costs and expenses incurred by the Lender in selling or decree for otherwise disposing of the Collateral, second, to the payment of the money due has been obtained principal of and the interest on the Note, and, third, ratably as among any other items of the indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be returned to the Borrower or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto. Any requirement of said UCC as to reasonable notice shall be met by the TrusteeLender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 11.6 hereof at least ten (10) days prior to the event giving rise to the requirement of such notice. In connection with any offer, if there has been deposited in solicitation or sale of the Collection Account, either pursuant to collections on the Trust Property or from amounts deposited with the Collateral Agent by the Subordinated Certificateholders, an amount sufficient to pay: (i) all sums paid or advanced by the TrusteeCollateral, the Collateral Agent, Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the Note Insurer offer and the Note Paying Agent hereunder and the reasonable compensation, expenses and disbursements sale of securities of the Trustee, same type as the Collateral Agent, the Note Paying Agent, the Certificate Paying Agent, the Note Registrar, the Certificate Registrar, the Administrator, the Note Insurer and their agents and (ii) the Interest Amount with respect to the next Payment Date, such declaration and its consequences shall be rescinded and annulledCollateral. (b) If the Notes have been declared due following an Event of Default, subject to the Security Agreement, the Trustee shall maintain possession of the Trust Property (or any portion thereof) and continue to apply collections from the Trust Property as if there had been no declaration of acceleration unless the Trustee shall be directed by the Note Insurer or, with the consent of the Note Insurer, the Holders of not less 66 2/3% of the Principal Amount of the Notes to liquidate the Trust Property, in which case the Trustee shall liquidate the Trust Property by selling all the assets of the Trust at one or more public or private sales in any manner permitted by law; provided, however, that neither the Depositors nor any of their affiliates shall be permitted to purchase any or all of the assets of the Trust.

Rights Upon an Event of Default. (a) If an When any Event of Default shall have has occurred and be is continuing, with the consent of the Note Insurer the Trustee Lender may, in addition to such other rights or with the consent of the Note Insurer the Holders of remedies as it may have, then or at least 25% in aggregate outstanding Principal Amount of the Notes (subject to rescission as described below) may, or the Note Insurer may, declare by written notice to the Subordinated Certificateholders (and the Trustee, if declared by the Noteholders or the Note Insurer), the entire Principal Amount of the Notes immediately due, together with accrued interest thereon. The Subordinated Certificateholders shall have no right to declare an Event of Default or to make a declaration of acceleration. At any time after such a declaration of acceleration or times thereafter exercise with respect to the Notes has been made Collateral any, and before all -of -the rights, options and remedies of a judgment secured party under the Uniform Commercial Code of New York (the "UCC"), including, without limitation, the sale of all or decree for payment any part of the money due has been obtained by the Trustee, if there has been deposited in the Collection Account, either pursuant to collections on the Trust Property or from amounts deposited with the Collateral Agent by the Subordinated Certificateholders, an amount sufficient to pay: (i) all sums paid or advanced by the Trustee, the Collateral Agent, the Note Insurer and the Note Paying Agent hereunder and the reasonable compensation, expenses and disbursements of the Trustee, the Collateral Agent, the Note Paying Agent, the Certificate Paying Agent, the Note Registrar, the Certificate Registrar, the Administrator, the Note Insurer and their agents and (ii) the Interest Amount with respect to the next Payment Date, such declaration and its consequences shall be rescinded and annulled. (b) If the Notes have been declared due following an Event of Default, subject to the Security Agreement, the Trustee shall maintain possession of the Trust Property (at any brokers' board or any portion thereof) and continue to apply collections from the Trust Property as if there had been no declaration of acceleration unless the Trustee shall be directed by the Note Insurer or, with the consent of the Note Insurer, the Holders of not less 66 2/3% of the Principal Amount of the Notes to liquidate the Trust Property, in which case the Trustee shall liquidate the Trust Property by selling all the assets of the Trust at one or more public or private sales in any manner permitted by law; sale, provided, however, that neither the Depositors nor Lender shall only be able to exercise such rights and remedies to the extent of all interest and principal payments which are due and payable as of the date of the Event of Default and, provided further, that prior to such exercise, the Lender shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous December 31 to the date of such release constituted a Plan Year and no Event of Default had occurred. The net proceeds of any such sale, after deducting all costs and expenses incurred in the collection, protection, sale and delivery. of their affiliates the Collateral (which expenses Borrower promises to pay) shall be permitted applied first to purchase the payment of any costs and expenses incurred by the Lender in selling or all otherwise disposing of the assets Collateral, second, to the payment of the Trustprincipal of and the interest on the Note, and, third, ratably as among any other terms of the indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be returned to the Borrower or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto. Any requirement of said UCC as to reasonable notice shall be met by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 11.6 hereof at least ten (10) days prior to the event giving rise to the requirement of such notice. In connection with any offer, solicitation or sale of Collateral, the Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the Collateral.

Rights Upon an Event of Default. (a) If an Event of Default shall have occurred and be continuing, with the consent of the Note Insurer the Trustee may, or with the consent of the Note Insurer the Holders of at least 25% in aggregate outstanding Principal Amount of the Notes (subject to rescission as described below) may, or the Note Insurer may, declare by written notice to the Subordinated Certificateholders (and the Trustee, if declared by the Noteholders or the Note Insurer), the entire Principal Amount of the Notes immediately due, together with accrued interest thereon. The Subordinated Certificateholders shall have no right to declare an Event of Default or to make a declaration of acceleration. At any time after such a declaration of acceleration with respect to the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee, if there has been deposited in the Collection Account, either pursuant to collections on the Trust Property or from amounts deposited with the Collateral Agent by the Subordinated Certificateholders, an amount sufficient to pay: (i) all sums paid or advanced by the Trustee, the Collateral Agent, the Note Insurer and the Note Paying Agent hereunder and the reasonable compensation, expenses and disbursements of the Trustee, the Collateral Agent, the Note Paying Agent, the Certificate Paying Agent, the Note Registrar, the Certificate Registrar, the Administrator, the Note Insurer and their agents and (ii) the Interest Amount with respect to the next Payment Date, such declaration and its consequences shall be rescinded and annulled. (b) If the Notes have been declared due following an Event of Default, subject to the Security Agreement, the Trustee shall maintain possession of the Trust Property (or any portion thereof) and continue to apply collections from the Trust Property as if there had been no declaration of acceleration unless the Trustee shall be directed by the Note Insurer or, with the consent of the Note Insurer, the Holders of not less 66 2/3% of the Principal Amount of the Notes to liquidate the Trust Property, in which case the Trustee shall liquidate the Trust Property by selling all the assets of the Trust at one or more public or private sales in any manner permitted by law; provided, however, that neither the Depositors Depositor nor any of their affiliates shall be permitted to purchase any or all of the assets of the Trust.

Rights Upon an Event of Default. (a) If an When any Event of Default shall have has ------------------------------- occurred and be continuing, with is continuing the consent of the Note Insurer the Trustee Lender may, in addition to such other rights or with the consent of the Note Insurer the Holders of remedies as it may have, then or at least 25% in aggregate outstanding Principal Amount of the Notes (subject to rescission as described below) may, or the Note Insurer may, declare by written notice to the Subordinated Certificateholders (and the Trustee, if declared by the Noteholders or the Note Insurer), the entire Principal Amount of the Notes immediately due, together with accrued interest thereon. The Subordinated Certificateholders shall have no right to declare an Event of Default or to make a declaration of acceleration. At any time after such a declaration of acceleration or times thereafter exercise with respect to the Notes has Collateral any and all of the rights, options and remedies of a secured party under the Uniform Commercial Code of New Jersey (the "UCC") including without limitation the sale of all or any part of the Collateral at any brokers' board or any public or private sale, provided, however that the Lender shall only be able to exercise such rights and remedies to the extent of all interest and principal payments which are due and payable as of the date of the Event of Default and provided further that prior to such exercise the Lender shall release from the Collateral so much thereof as it would have been made required to release under Section 3.4 hereof if the period from the previous December 31 to the date of such release constituted a Plan Year and before a judgment no Event of Default had occurred. The net proceeds of any such sale, after deducting all costs and expenses incurred in the collection, protection, sale and delivery of the Collateral (which expenses Borrower promises to pay) shall be applied first to the payment of any costs and expenses incurred by the Lender in selling or decree for otherwise disposing of the Collateral, second, to the payment of the money due has been obtained principal of and the interest on the Note, and, third, ratably as among any other items of the indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be returned to the Borrower or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto. Any requirement of said UCC as to reasonable notice shall be met by the TrusteeLender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 11.6 hereof at least ten (10) days prior to the event giving rise to the requirement of such notice. In connection with any offer, if there has been deposited in solicitation or sale of the Collection Account, either pursuant to collections on the Trust Property or from amounts deposited with the Collateral Agent by the Subordinated Certificateholders, an amount sufficient to pay: (i) all sums paid or advanced by the TrusteeCollateral, the Collateral Agent, Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the Note Insurer offer and the Note Paying Agent hereunder and the reasonable compensation, expenses and disbursements sale of securities of the Trustee, same type as the Collateral Agent, the Note Paying Agent, the Certificate Paying Agent, the Note Registrar, the Certificate Registrar, the Administrator, the Note Insurer and their agents and (ii) the Interest Amount with respect to the next Payment Date, such declaration and its consequences shall be rescinded and annulledCollateral. (b) If the Notes have been declared due following an Event of Default, subject to the Security Agreement, the Trustee shall maintain possession of the Trust Property (or any portion thereof) and continue to apply collections from the Trust Property as if there had been no declaration of acceleration unless the Trustee shall be directed by the Note Insurer or, with the consent of the Note Insurer, the Holders of not less 66 2/3% of the Principal Amount of the Notes to liquidate the Trust Property, in which case the Trustee shall liquidate the Trust Property by selling all the assets of the Trust at one or more public or private sales in any manner permitted by law; provided, however, that neither the Depositors nor any of their affiliates shall be permitted to purchase any or all of the assets of the Trust.

Rights Upon an Event of Default. (a) If an Event of Default shall have occurred Pursuant to and be continuing, in accordance with the consent of the Note Insurer the Trustee may, or with the consent of the Note Insurer the Holders of at least 25% in aggregate outstanding Principal Amount of the Notes (subject to rescission as described below) may, or the Note Insurer may, declare by written notice to the Subordinated Certificateholders (and the Trustee, if declared by the Noteholders or the Note Insurer), the entire Principal Amount of the Notes immediately due, together with accrued interest thereon. The Subordinated Certificateholders shall have no right to declare an Event of Default or to make a declaration of acceleration. At any time after such a declaration of acceleration with respect to the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee, if there has been deposited in the Collection Account, either pursuant to collections on the Trust Property or from amounts deposited with the Collateral Agent by the Subordinated Certificateholders, an amount sufficient to pay: (i) all sums paid or advanced by the TrusteeSecurity Agreement, the Collateral Agent, if and when so appointed (and if not appointed, the Note Insurer Required Lenders) shall act for and the Note Paying Agent hereunder and the reasonable compensation, expenses and disbursements on behalf of the TrusteeLenders as Collateral Agent under this Default Agreement and has been appointed the Company’s attorney in fact, with full authority in the place and stead of the Company and in the name of the Company to take any and all action including, but not limited to, executing any and all instruments that the Collateral Agent may deem necessary and/or advisable under this Default Agreement, as applicable, to enforce Lenders’ rights hereunder. (b) Upon an Event of Default, the Collateral AgentAgent shall have the right, subject to Section 3 below, with respect to the Shares to give the Company a written notice (the “Sale Notice”) that all or a portion (as necessary) of the Shares must be immediately sold in order to generate proceeds to fulfill any and all Secured Obligations of the Company to the Lenders. The Sale Notice may be revoked at any time by written notice solely by the Collateral Agent and shall be rescinded and null and void if and at such time as there is no longer any outstanding uncured Event of Default. (c) After receipt of the Sale Notice, the Note Paying AgentCompany shall promptly use its commercially reasonable efforts to sell all or a portion (as necessary to pay the Secured Obligations) of the Shares to an unaffiliated third party (a “Third Party Purchaser”) on an arms’ length basis. The Company may undertake any reasonable process for selling the Shares and the Company shall not be required to retain any investment banker, finder, or other financial advisor in connection with the sale of the Shares. Any sale of Shares to a Third Party Purchaser shall be subject to the approval of the Board of Directors of the Company in the exercise of its fiduciary obligations under applicable law. (d) To the extent that the Company is unsuccessful in entering into an agreement with a Third Party Purchaser with respect to a sale of the Shares within sixty (60) days of the Sale Notice, the Certificate Paying Company shall on the sixty first (61st) day (or earlier) inform the Lenders in writing of such fact and, and the Placement Agent and/or the Required Lenders shall have the option of accepting Shares in fulfillment of the Secured Obligations, or requiring the Company to engage an investment banking firm, acceptable to either the Placement Agent or the Required Lenders, to complete the sale of Shares to a Third Party Purchaser. Any acceptance of Shares by the Lenders, or requirement to engage an investment banker, shall be made in writing by the Collateral Agent and shall be binding on all Lenders. The number of Shares to be transferred to the Lenders shall be determined by dividing the amount of the Secured Obligations to be paid by the fair market value of a Share. The fair market value of a Share shall be determined by a reputable investment banker (the “Banker”), unaffiliated with the Company or any of the Lenders, and chosen by the Board of Directors of the Company and reasonably acceptable to the Collateral Agent. The Company shall pay the fees and expenses of the Banker. (e) In the event that (i) the value of all the Shares, together with the Note Registrar, value of cash and other assets available to apply to the Certificate Registrar, Secured Obligations is greater than the Administrator, the Note Insurer and their agents Secured Obligations and (ii) the Interest Amount with respect Collateral Agent provides notice to the next Payment DateCompany that the Lenders will accept Shares as partial fulfillment of the Secured Obligations, such declaration and its consequences shall be rescinded and annulled. (b) If the Notes have been declared due following an Event of Default, subject then to the Security Agreement, the Trustee shall maintain possession extent that any of the Trust Property (or any portion thereof) Company’s cash and continue to apply collections from the Trust Property as if there had been no declaration of acceleration unless the Trustee shall be directed by the Note Insurer or, with the consent of the Note Insurer, the Holders of other assets do not less 66 2/3% of the Principal Amount of the Notes to liquidate the Trust Property, in which case the Trustee shall liquidate the Trust Property by selling all the assets of the Trust at one or more public or private sales in any manner permitted by law; provided, however, that neither the Depositors nor any of their affiliates shall be permitted to purchase any or fulfill all of the assets Secured Obligations of the TrustCompany to the Lenders then the Company shall, transfer such number of Shares equal to the value of any remaining outstanding Secured Obligations to the Lenders as fulfillment of any remaining outstanding Secured Obligations of the Company. Any Shares, cash and other property transferred to the Lenders shall (unless otherwise agreed by the Company and all the Lenders) be allocated to the Lenders pro rata based on the amount of Secured Obligations owed to each such Lender so that, each Lender shall receive the same combination of Shares, cash and other property.

Rights Upon an Event of Default. (a) If an When any Event of Default shall have has ------------------------------- occurred and be continuing, with is continuing the consent of the Note Insurer the Trustee Lender may, in addition to such other rights or with the consent of the Note Insurer the Holders of remedies as it may have, then or at least 25% in aggregate outstanding Principal Amount of the Notes (subject to rescission as described below) may, or the Note Insurer may, declare by written notice to the Subordinated Certificateholders (and the Trustee, if declared by the Noteholders or the Note Insurer), the entire Principal Amount of the Notes immediately due, together with accrued interest thereon. The Subordinated Certificateholders shall have no right to declare an Event of Default or to make a declaration of acceleration. At any time after such a declaration of acceleration or times thereafter exercise with respect to the Notes has Collateral any and all of the rights, options and remedies of a secured party under the Uniform Commercial Code of Ohio (the "UCC") including without limitation the sale of all or any part of the Collateral at any brokers' board or any public or private sale, provided, however that the Lender shall only be able to exercise such rights and remedies to the extent of all interest and principal payments which are due and payable as of the date of the Event of Default and provided further that prior to such exercise the Lender shall release from the Collateral so much thereof as it would have been made required to release under Section 3.4 hereof if the period from the previous ___________ to the date of such release constituted a Plan Year and before a judgment no Event of Default had occurred. The net proceeds of any such sale, after deducting all costs and expenses incurred in the collection, protection, sale and delivery of the Collateral (which expenses Borrower promises to pay) shall be applied first to the payment of any costs and expenses incurred by the Lender in selling or decree for otherwise disposing of the Collateral, second, to the payment of the money due has been obtained principal of and the interest on the Note, and, third, ratably as among any other items of the indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be returned to the Borrower or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto. Any requirement of said UCC as to reasonable notice shall be met by the TrusteeLender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 11.6 hereof at least ten (10) days prior to the event giving rise to the requirement of such notice. In connection with any offer, if there has been deposited in solicitation or sale of the Collection Account, either pursuant to collections on the Trust Property or from amounts deposited with the Collateral Agent by the Subordinated Certificateholders, an amount sufficient to pay: (i) all sums paid or advanced by the TrusteeCollateral, the Collateral Agent, Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the Note Insurer offer and the Note Paying Agent hereunder and the reasonable compensation, expenses and disbursements sale of securities of the Trustee, same type as the Collateral Agent, the Note Paying Agent, the Certificate Paying Agent, the Note Registrar, the Certificate Registrar, the Administrator, the Note Insurer and their agents and (ii) the Interest Amount with respect to the next Payment Date, such declaration and its consequences shall be rescinded and annulledCollateral. (b) If the Notes have been declared due following an Event of Default, subject to the Security Agreement, the Trustee shall maintain possession of the Trust Property (or any portion thereof) and continue to apply collections from the Trust Property as if there had been no declaration of acceleration unless the Trustee shall be directed by the Note Insurer or, with the consent of the Note Insurer, the Holders of not less 66 2/3% of the Principal Amount of the Notes to liquidate the Trust Property, in which case the Trustee shall liquidate the Trust Property by selling all the assets of the Trust at one or more public or private sales in any manner permitted by law; provided, however, that neither the Depositors nor any of their affiliates shall be permitted to purchase any or all of the assets of the Trust.