TO BE SENT,
THE ESTIMATE OF THE REDEMPTION PRICE PROVIDED PURSUANT TO THE INDENTURE, AS
CALCULATED BY THE DEPOSITOR, TOGETHER WITH A STATEMENT THAT IT IS AN ESTIMATE
AND THAT THE ACTUAL REDEMPTION PRICE WILL BE CALCULATED BY THE CALCULATION AGENT
ON THE FIFTH BUSINESS DAY PRIOR TO THE REDEMPTION DATE (AND IF AN ESTIMATE IS
PROVIDED, A FURTHER NOTICE SHALL BE SENT OF THE ACTUAL REDEMPTION PRICE ON THE
DATE THAT SUCH REDEMPTION PRICE IS CALCULATED);
(III)
IF LESS THAN ALL THE OUTSTANDING TRUST
SECURITIES ARE TO BE REDEEMED, THE IDENTIFICATION (AND, IN THE CASE OF PARTIAL
REDEMPTION, THE RESPECTIVE) AND LIQUIDATION AMOUNTS OF THE PARTICULAR TRUST
SECURITIES TO BE REDEEMED;
(IV)
THAT ON THE REDEMPTION DATE, THE REDEMPTION
PRICE WILL BECOME DUE AND PAYABLE UPON EACH SUCH TRUST SECURITY, OR PORTION
THEREOF, TO BE REDEEMED AND THAT DISTRIBUTIONS THEREON WILL CEASE TO ACCUMULATE
ON SUCH TRUST SECURITY OR SUCH PORTION, AS THE CASE MAY BE, ON AND AFTER SAID
DATE, EXCEPT AS PROVIDED IN SECTION 4.2(D);
(V)
THE PLACE OR PLACES WHERE THE TRUST
SECURITIES ARE TO BE SURRENDERED FOR THE PAYMENT OF THE REDEMPTION PRICE; AND
(VI)
SUCH OTHER PROVISIONS AS THE PROPERTY TRUSTEE
DEEMS RELEVANT.
(C)
THE TRUST SECURITIES (OR PORTION THEREOF)
REDEEMED ON EACH REDEMPTION DATE SHALL BE REDEEMED AT THE REDEMPTION PRICE WITH
THE PROCEEDS FROM THE CONTEMPORANEOUS REDEMPTION OR PAYMENT AT MATURITY OF
NOTES. REDEMPTIONS OF THE TRUST SECURITIES (OR PORTION THEREOF) SHALL BE MADE
AND THE REDEMPTION PRICE SHALL BE PAYABLE ON EACH REDEMPTION DATE ONLY TO THE
EXTENT THAT THE TRUST HAS FUNDS THEN ON HAND AND AVAILABLE IN THE PAYMENT
ACCOUNT FOR THE PAYMENT OF SUCH REDEMPTION PRICE.
UNDER THE INDENTURE, THE
NOTES MAY BE REDEEMED BY THE DEPOSITOR ON
17
any Interest Payment Date, at the Depositor's option, on or after September 15,
2008, in whole or in part, from time to time at a
redemption price equal to one
hundred percent (100%) of the principal amount thereof, together, in the case of
any such redemption, with accrued interest, including any Additional Interest,
to but excluding the date fixed for redemption (the "Indenture Redemption
Price"); provided, that the Depositor shall have received the prior approval of
the Federal Reserve if then required.
The Notes may also be redeemed by the
Depositor, at its option, in whole but not in part, upon the occurrence of a
Capital Disqualification Event, an Investment Company Event or a Tax Event at
the Indenture Redemption Price.
(D)
IF THE PROPERTY TRUSTEE GIVES A NOTICE OF
REDEMPTION IN RESPECT OF ANY PREFERRED SECURITIES, THEN BY 12:00 NOON, NEW YORK
CITY TIME, ON THE REDEMPTION DATE, THE DEPOSITOR SHALL DEPOSIT SUFFICIENT FUNDS
WITH THE PROPERTY TRUSTEE TO PAY THE REDEMPTION PRICE.
IF SUCH DEPOSIT HAS BEEN
MADE BY SUCH TIME, THEN BY 2:00 P.M., NEW YORK CITY TIME, ON THE REDEMPTION
DATE, THE PROPERTY TRUSTEE WILL, WITH RESPECT TO BOOK-ENTRY PREFERRED
SECURITIES, IRREVOCABLY DEPOSIT WITH THE DEPOSITARY FOR SUCH BOOK-ENTRY
PREFERRED SECURITIES, TO THE EXTENT