DAYS ANY
HOLDER MAY PETITION ANY COURT OF COMPETENT JURISDICTION TO APPOINT A SUCCESSOR
ADMINISTRATOR.
SUCH COURT MAY THEREUPON, AFTER SUCH NOTICE, IF ANY, AS IT MAY
DEEM PROPER, APPOINT A SUCCESSOR ADMINISTRATOR.
(VI)
FREDDIE MAC WILL GIVE NOTICE OF EACH REMOVAL OF THE ADMINISTRATOR,
AND EACH APPOINTMENT OF, AND THE ACCEPTANCE OF ITS DUTIES BY, A SUCCESSOR
ADMINISTRATOR BY MAILING NOTICE OF SUCH EVENT TO THE REGISTERED HOLDERS, AND BY
ELECTRONIC NOTICE TO THE REMARKETING AGENT, THE SPONSOR AND EACH APPLICABLE
RATING AGENCY.
(VII)
EVERY SUCCESSOR ADMINISTRATOR APPOINTED UNDER THE
SERIES CERTIFICATE AGREEMENT WILL, WITHIN 10 DAYS OR ITS APPOINTMENT, EXECUTE,
ACKNOWLEDGE AND DELIVER TO FREDDIE MAC, THE SPONSOR AND ITS PREDECESSOR
ADMINISTRATOR AN INSTRUMENT ACCEPTING SUCH APPOINTMENT, AND THEREUPON THE
RESIGNATION OR REMOVAL OF THE PREDECESSOR ADMINISTRATOR WILL BECOME EFFECTIVE,
AND SUCH SUCCESSOR ADMINISTRATOR, WITHOUT ANY FURTHER ACT, DEED, OR CONVEYANCE,
WILL BECOME VESTED WITH ALL THE RIGHTS, POWERS, DUTIES AND OBLIGATIONS OF ITS
PREDECESSOR UNDER THE SERIES CERTIFICATE AGREEMENT.
ALL RELEVANT LEGAL
DOCUMENTS AND RECORDS HELD BY THE PREDECESSOR ADMINISTRATOR IN SUCH CIRCUMSTANCE
WILL BE TRANSFERRED TO THE SUCCESSOR ADMINISTRATOR.
(VIII)
NO SUCCESSOR ADMINISTRATOR WILL ACCEPT ITS APPOINTMENT UNLESS, AT
THE TIME OF SUCH ACCEPTANCE, SUCH SUCCESSOR ADMINISTRATION IS QUALIFIED AND
ELIGIBLE UNDER SECTION 10.06 AND SATISFIES THE REQUIREMENTS FOR A "TRUSTEE"
UNDER SECTION 26(A)(1) OF THE INVESTMENT COMPANY ACT.
(IX)
NO SUCCESSOR ADMINISTRATOR SHALL BE APPOINTED UNDER THIS
SECTION (OTHER THAN ONE APPOINTED BY COURT ORDER) WITHOUT THE PRIOR WRITTEN
CONSENT OF THE SPONSOR (PROVIDED NO SUCH CONSENT SHALL BE REQUIRED IF A
LIQUIDITY PROVIDER TERMINATION EVENT HAS OCCURRED AND IS CONTINUING).
Section 10.08
Preservation of Information; Communications to Holder.
(a)
Holders may communicate with other Holders with respect to their rights under
the Series Certificate Agreement.
If any Holder writes to the Administrator and
states that it desires to communicate with other Holders with respect to its
rights under the Series Certificate Agreement, and encloses with such writing a
copy of the form of proxy or other communication which it proposes to transmit
to the other Holders, the Administrator will, within five Business Days after
the receipt of such writing, at its election either:
(I)
AFFORD SUCH HOLDER ACCESS TO THE INFORMATION REGARDING THE NAMES
AND ADDRESSES OF ALL OTHER HOLDERS PROVIDED BY THE REMARKETING AGENT PURSUANT TO
SECTION 14.03, OR
46
(II)
INFORM THE REQUESTING HOLDER(S) OF THE APPROXIMATE NUMBER OF
HOLDERS WHOSE NAMES AND ADDRESSES APPEAR IN THE INFORMATION PROVIDED BY THE
REMARKETING AGENT PURSUANT TO SECTION 14.03, AND AS TO THE APPROXIMATE COST OF
MAILING TO SUCH HOLDERS THE FORM OF PROXY OR OTHER COMMUNICATION, IF ANY,
SPECIFIED IN SUCH WRITTEN REQUEST.
If the Administrator does not allow the requesting Holder(s) access to the
information described in subsection (i) above, the Administrator will, upon the
written request of such Holder(s), mail to each current Holder a copy of the
form of proxy or other communication that is specified in such request, with
reasonable promptness, upon the Administrator's receipt of the material