NOTES OF A CLASS AS OF A
PROPOSED REDEMPTION DATE SET FORTH IN SUCH ISSUER REQUEST, THE TRUSTEE SHALL
COMPUTE THE FOLLOWING INFORMATION AND PROVIDE SUCH INFORMATION IN A STATEMENT
(THE "REDEMPTION DATE STATEMENT") DELIVERED TO THE COLLATERAL MANAGER (WHICH
SHALL REVIEW SUCH STATEMENT IN THE MANNER PROVIDED FOR IN SECTION 10.9(F)), THE
PREFERRED SHARES PAYING AGENT AND EACH HEDGE COUNTERPARTY:
(I)
THE AGGREGATE OUTSTANDING AMOUNT OF THE NOTES OF THE CLASS OR
CLASSES TO BE REDEEMED AS OF SUCH REDEMPTION DATE;
(II)
THE AMOUNT OF ACCRUED INTEREST DUE ON SUCH NOTES AS OF THE LAST
DAY OF THE INTEREST ACCRUAL PERIOD IMMEDIATELY PRECEDING SUCH REDEMPTION DATE;
(III)
THE REDEMPTION PRICE;
(IV)
THE SUM OF ALL AMOUNTS DUE AND UNPAID UNDER SECTION 11.1(A) (OTHER
THAN AMOUNTS PAYABLE ON THE NOTES BEING REDEEMED OR TO THE NOTEHOLDERS THEREOF);
192
(V)
THE AMOUNT DUE AND PAYABLE TO EACH HEDGE COUNTERPARTY PURSUANT TO
THE APPLICABLE HEDGE AGREEMENT; AND
(VI)
THE AMOUNT IN THE ACCOUNTS AVAILABLE FOR APPLICATION TO THE
REDEMPTION OF SUCH NOTES.
(J)
IN THE EVENT OF A SALE BY THE ISSUER OF ANY COLLATERAL DEBT SECURITY
THAT IS SUBJECT TO A LIABILITY HEDGE, THE ISSUER (AT THE DIRECTION COLLATERAL
MANAGER) SHALL PROVIDE WRITTEN NOTICE TO EACH HEDGE COUNTERPARTY UNDER SUCH
LIABILITY HEDGE AT LEAST 5 BUSINESS DAYS PRIOR TO SUCH SALE.
SECTION 10.10
RELEASE OF PLEDGED COLLATERAL DEBT SECURITIES; RELEASE OF
ASSETS.
(A)
IF NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AND SUBJECT TO
ARTICLE 12 HEREOF, THE ISSUER MAY, BY ISSUER ORDER DELIVERED TO THE TRUSTEE AT
LEAST TWO BUSINESS DAYS PRIOR TO THE SETTLEMENT DATE FOR ANY SALE OF A PLEDGED
COLLATERAL DEBT SECURITY CERTIFYING THAT (I) IT HAS SOLD SUCH PLEDGED COLLATERAL
DEBT SECURITY PURSUANT TO AND IN COMPLIANCE WITH ARTICLE 12 OR (II) IN THE CASE
OF A REDEMPTION PURSUANT TO SECTION 9.1 OR SECTION 9.2 THE PROCEEDS FROM ANY
SUCH SALE OF PLEDGED COLLATERAL DEBT SECURITIES ARE SUFFICIENT TO REDEEM THE
NOTES PURSUANT TO SECTION 9.1 OR SECTION 9.2, DIRECT THE TRUSTEE TO RELEASE SUCH
PLEDGED COLLATERAL DEBT SECURITY AND, UPON RECEIPT OF SUCH ISSUER ORDER, THE
TRUSTEE SHALL DELIVER ANY SUCH PLEDGED COLLATERAL DEBT SECURITY, IF IN PHYSICAL
FORM, DULY ENDORSED TO THE BROKER OR PURCHASER DESIGNATED IN SUCH ISSUER ORDER
OR, IF SUCH PLEDGED COLLATERAL DEBT SECURITY IS REPRESENTED BY A SECURITY
ENTITLEMENT, CAUSE AN APPROPRIATE TRANSFER THEREOF TO BE MADE, IN EACH CASE
AGAINST RECEIPT OF THE SALES PRICE THEREFOR AS SET FORTH IN SUCH ISSUER ORDER;
PROVIDED, HOWEVER, THAT THE TRUSTEE MAY DELIVER ANY SUCH PLEDGED COLLATERAL DEBT
SECURITY IN PHYSICAL FORM FOR EXAMINATION (PRIOR TO RECEIPT OF THE SALES
PROCEEDS) IN ACCORDANCE WITH STREET DELIVERY CUSTOM.
THE TRUSTEE SHALL (I)
DELIVER ANY AGREEMENTS AND OTHER DOCUMENTS IN ITS POSSESSION RELATING TO SUCH
PLEDGED COLLATERAL DEBT SECURITY AND (II) IF APPLICABLE, DULY ASSIGN EACH SUCH
AGREEMENT AND OTHER DOCUMENT, IN EACH CASE, TO THE BROKER OR PURCHASER
DESIGNATED IN SUCH ISSUER ORDER.
(B)
THE ISSUER MAY, BY ISSUER ORDER,