THEREON.
THE ISSUER SHALL FURNISH NOTICE OF SUCH REDEMPTION TO THE INSURER, THE
SELLER, THE DEPOSITOR, THE RATING AGENCIES AND THE NOTEHOLDERS.
IF THE NOTES
ARE TO BE REDEEMED PURSUANT TO THIS SECTION 10.1(A), THE ISSUER SHALL FURNISH OR
CAUSE THE DEPOSITOR TO FURNISH NOTICE OF SUCH
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ELECTION TO THE INDENTURE TRUSTEE NOT LATER THAN FIFTEEN (15) DAYS PRIOR TO THE
REDEMPTION DATE AND THE ISSUER SHALL DEPOSIT THE REDEMPTION PRICE OF THE NOTES
TO BE REDEEMED IN THE CLASS A NOTE PAYMENT ACCOUNT AND THE CLASS B NOTE PAYMENT
ACCOUNT, AS APPLICABLE, BY 10:00 A.M. (NEW YORK CITY TIME) ON THE BUSINESS DAY
PRIOR TO THE REDEMPTION DATE, WHEREUPON ALL SUCH NOTES SHALL BE DUE AND PAYABLE
ON THE REDEMPTION DATE.
(B)
IN THE EVENT THAT THE ASSETS OF THE ISSUER ARE SOLD PURSUANT TO
SECTION 5.16 OF THE SALE AND ALLOCATION AGREEMENT, ALL AMOUNTS ON DEPOSIT IN THE
NOTE PAYMENT ACCOUNTS SHALL BE PAID FIRST, TO THE CLASS A NOTEHOLDERS UNTIL SUCH
AMOUNTS ARE REDUCED TO ZERO AND ALL AMOUNT ARE PAID IN FULL TO THE INSURER AND
SECOND, TO THE CLASS B NOTEHOLDERS, RESPECTIVELY, UP TO THE UNPAID PRINCIPAL
AMOUNT OF THE NOTES AND ALL ACCRUED AND UNPAID INTEREST THEREON.
IF SUCH
AMOUNTS ARE TO BE PAID TO NOTEHOLDERS PURSUANT TO THIS SECTION 10.1(B), THE
ISSUER SHALL, TO THE EXTENT PRACTICABLE, FURNISH OR CAUSE THE SERVICER TO
FURNISH NOTICE OF SUCH EVENT TO THE INDENTURE TRUSTEE NOT LATER THAN FIFTEEN
(15) DAYS PRIOR TO THE REDEMPTION DATE, WHEREUPON ALL SUCH AMOUNTS SHALL BE
PAYABLE ON THE REDEMPTION DATE.
SECTION 10.2.
FORM OF REDEMPTION NOTICE.
Notice of redemption of the Notes under Section 10.1(a) shall be given by the
Indenture Trustee by first-class mail, postage prepaid, or by facsimile mailed
or transmitted promptly following receipt of notice from the Issuer or the
Servicer pursuant to Section 10.1(a), but not later than ten (10) days prior to
the applicable Redemption Date, to each Holder of the Notes as of the close of
business on the Record Date preceding the applicable Redemption Date, at such
Holder's address or facsimile number appearing in the Note Register.
All notices of redemption shall state:
(A)
THE REDEMPTION DATE;
(B)
THE REDEMPTION PRICE; AND
(C)
THE PLACE WHERE THE NOTES ARE TO BE SURRENDERED FOR PAYMENT OF THE
REDEMPTION PRICE (WHICH SHALL BE THE OFFICE OR AGENCY OF THE ISSUER TO BE
MAINTAINED AS PROVIDED IN SECTION 3.2).
Notice of redemption of the Notes shall be given by the Indenture Trustee in the
name and at the expense of the Issuer.
Any failure to give notice of
redemption, or any defect therein, to any Holder of any Note shall not, however,
impair or affect the validity of the redemption of any other Note.
SECTION 10.3.
NOTES PAYABLE ON REDEMPTION DATE.
The Notes to be redeemed shall, following notice of redemption as required by
Section 10.2 (in the case of redemption pursuant to Section 10.1(a)), become due
and payable on the Redemption Date