EACH LISTED BIDDER BIDS BY THE APPLICABLE AUCTION DATE; AND (C)
NOTIFYING THE TRUSTEE OF THE LIST OF LISTED BIDDERS (THE "LIST").
(III)
THE COLLATERAL MANAGER WILL DELIVER A GENERAL SOLICITATION PACKAGE
TO THE LISTED BIDDERS CONSISTING OF: (A) A FORM OF A PURCHASE AGREEMENT
("AUCTION PURCHASE AGREEMENT") PROVIDED TO THE TRUSTEE BY THE COLLATERAL MANAGER
(WHICH SHALL PROVIDE THAT (I) UPON SATISFACTION OF ALL CONDITIONS PRECEDENT
THEREIN, THE PURCHASER IS IRREVOCABLY OBLIGATED TO PURCHASE, AND THE ISSUER IS
IRREVOCABLY OBLIGATED TO SELL, THE COLLATERAL DEBT SECURITIES ON THE DATE AND ON
THE TERMS STATED THEREIN, (II) EACH BIDDER MAY TENDER A SEPARATE BID FOR ONE OR
MORE COLLATERAL DEBT SECURITIES IN AN AUCTION, (III) IF THE COLLATERAL DEBT
SECURITIES ARE TO BE SOLD TO DIFFERENT BIDDERS, THAT THE CONSUMMATION OF THE
PURCHASE OF ALL COLLATERAL DEBT SECURITIES MUST OCCUR SIMULTANEOUSLY AND THAT
THE CLOSING OF EACH PURCHASE IS CONDITIONAL ON THE CLOSING OF THE OTHER
PURCHASES, (IV) IF FOR ANY REASON WHATSOEVER THE TRUSTEE HAS NOT RECEIVED, BY A
SPECIFIED BUSINESS DAY (WHICH SHALL BE MORE THAN TEN BUSINESS DAYS BEFORE THE
PROPOSED AUCTION CALL REDEMPTION DATE), PAYMENT IN FULL IN IMMEDIATELY AVAILABLE
FUNDS OF THE PURCHASE PRICE FOR ALL COLLATERAL DEBT SECURITIES, THE OBLIGATIONS
OF THE PARTIES SHALL TERMINATE AND THE ISSUER SHALL HAVE NO OBLIGATION OR
LIABILITY WHATSOEVER AND (V) ANY PROSPECTIVE PURCHASERS WILL BE SUBJECT TO THE
"LIMITED RECOURSE" AND "NON-PETITION" PROVISIONS SET FORTH IN THIS INDENTURE),
(B) THE MINIMUM AGGREGATE CASH PURCHASE PRICE (WHICH SHALL BE DETERMINED BY THE
COLLATERAL MANAGER AS THE TOTAL REDEMPTION PRICE LESS THE BALANCE OF ALL
ELIGIBLE INVESTMENTS AND CASH ON DEPOSIT IN THE COLLECTION ACCOUNTS, THE PAYMENT
ACCOUNT, THE DELAYED FUNDING OBLIGATIONS ACCOUNT, EACH HEDGE TERMINATION ACCOUNT
AND THE
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EXPENSE ACCOUNT; (C) THE LIST OF COLLATERAL DEBT SECURITIES; (D) A FORMAL BID
SHEET (WHICH WILL PERMIT A BIDDER TO BID FOR ALL OF THE COLLATERAL DEBT
SECURITIES OR SEPARATELY FOR ANY ONE OR MORE (BUT NOT ALL) COLLATERAL DEBT
SECURITIES AND WILL INCLUDE A REPRESENTATION FROM THE BIDDER THAT IT IS ELIGIBLE
TO PURCHASE ALL OF THE COLLATERAL DEBT SECURITIES OR ANY ONE OR MORE (BUT NOT
ALL) COLLATERAL DEBT SECURITIES) TO BE PROVIDED TO THE TRUSTEE BY THE COLLATERAL
MANAGER; (E) A DETAILED TIMETABLE; AND (F) COPIES OF ALL TRANSFER DOCUMENTS
PROVIDED TO THE TRUSTEE BY THE COLLATERAL MANAGER (INCLUDING TRANSFER
CERTIFICATES AND SUBSCRIPTION AGREEMENTS WHICH A BIDDER MUST EXECUTE PURSUANT TO
THE UNDERLYING INSTRUMENTS AND A LIST OF THE REQUIREMENTS WHICH THE BIDDER MUST
SATISFY UNDER THE UNDERLYING INSTRUMENTS (I.E., QIB STATUS, QUALIFIED PURCHASER
STATUS, ETC.)).
(IV)
THE COLLATERAL MANAGER WILL SEND SOLICITATION PACKAGES TO ALL LISTED
BIDDERS ON THE LIST AT LEAST TWENTY (20) BUSINESS DAYS BEFORE THE PROPOSED
AUCTION CALL REDEMPTION DATE. THE LISTED BIDDERS WILL BE REQUIRED TO SUBMIT ANY
DUE DILIGENCE QUESTIONS (OR COMMENTS ON THE DRAFT PURCHASE AGREEMENT) IN WRITING
TO THE COLLATERAL MANAGER BY A DATE SPECIFIED IN THE SOLICITATION PACKAGE. THE
COLLATERAL MANAGER WILL BE REQUIRED TO ANSWER