SUCH
DEFAULTED SECURITY OR CREDIT RISK SECURITY SOUGHT TO BE SUBSTITUTED PLUS (2) ALL
ACCRUED AND UNPAID INTEREST (OR, IN THE CASE OF A PREFERRED EQUITY SECURITY, ALL
ACCRUED AND UNPAID DIVIDENDS OR OTHER DISTRIBUTIONS NOT ATTRIBUTABLE TO THE
RETURN OF CAPITAL BY ITS GOVERNING DOCUMENTS) THEREON;
(II)
THE ELIGIBILITY CRITERIA AND THE REINVESTMENT CRITERIA SHALL BE
SATISFIED IMMEDIATELY AFTER SUCH EXCHANGE; AND
(III)
THE AGGREGATE PRINCIPAL BALANCE OF THE DEFAULTED SECURITIES AND
CREDIT RISK SECURITIES SO EXCHANGED SHALL NOT EXCEED 10% OF THE AGGREGATE
COLLATERAL BALANCE AS OF THE CLOSING (SUCH LIMITATION, THE "10% LIMIT").
(C)
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE
COLLATERAL MANAGER, ON BEHALF OF THE ISSUER, SHALL (AT ANY TIME) BE PERMITTED TO
EFFECT A SALE OF (I) ANY ORIGINATION AGREEMENT SECURITY HEREUNDER BY SELLING (OR
CAUSING THE TRUSTEE TO SELL) SUCH ORIGINATION AGREEMENT SECURITY TO SLG (AN
"ORIGINATION AGREEMENT SECURITY SALE") FOR A PURCHASE PRICE AND UPON SUCH TERMS
AS DETERMINED IN ACCORDANCE WITH THE ORIGINATION AGREEMENT AND (II) THE STARRETT
LEHIGH LOAN, TO THE EXTENT SUCH LOAN IS CALLED PURSUANT TO ITS TERMS ON AUGUST
13, 2005.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, NO
ADVISORY COMMITTEE CONSENT SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH SALES.
(D)
AFTER THE ISSUER HAS NOTIFIED THE TRUSTEE OF AN OPTIONAL REDEMPTION, A
CLEAN-UP CALL OR A TAX REDEMPTION IN ACCORDANCE WITH SECTION 9.1 OR AN AUCTION
CALL REDEMPTION IN ACCORDANCE WITH SECTION 9.2, THE COLLATERAL MANAGER ON BEHALF
OF THE ISSUER ACTING PURSUANT TO THE COLLATERAL MANAGEMENT AGREEMENT MAY AT ANY
TIME DIRECT THE TRUSTEE IN WRITING TO SELL, AND THE TRUSTEE SHALL SELL IN THE
MANNER DIRECTED BY THE COLLATERAL MANAGER IN WRITING, ANY COLLATERAL DEBT
SECURITY WITHOUT REGARD TO THE FOREGOING LIMITATIONS IN SECTION 12.1(A),
PROVIDED THAT:
(I)
THE SALE PROCEEDS THEREFROM MUST BE USED TO PAY CERTAIN EXPENSES
AND REDEEM ALL OF THE NOTES IN WHOLE BUT NOT IN PART PURSUANT TO SECTIONS 9.1
AND SECTION 9.2, AND UPON ANY SUCH SALE THE TRUSTEE SHALL RELEASE SUCH
COLLATERAL DEBT SECURITY PURSUANT TO SECTION 10.10;
(II)
THE ISSUER MAY NOT DIRECT THE TRUSTEE TO SELL (AND THE TRUSTEE
SHALL NOT BE REQUIRED TO RELEASE) A COLLATERAL DEBT SECURITY PURSUANT TO THIS
SECTION 12.1(D) UNLESS:
(1)
THE COLLATERAL MANAGER CERTIFIES TO THE TRUSTEE THAT (X) IN THE
COLLATERAL MANAGER'S JUDGMENT BASED ON CALCULATIONS INCLUDED IN THE
CERTIFICATION
211
(WHICH SHALL INCLUDE THE SALES PRICES OF EACH OF THE COLLATERAL DEBT
SECURITIES), THE SALE PROCEEDS FROM THE SALE OF ONE OR MORE OF THE COLLATERAL
DEBT SECURITIES AND ALL CASH AND PROCEEDS FROM ELIGIBLE INVESTMENTS WILL BE AT
LEAST EQUAL TO THE TOTAL REDEMPTION PRICE, AND (Y) AN INDEPENDENT BOND PRICING
SERVICE (WHICH SHALL BE ONE OR MORE BROKER-DEALERS SELECTED BY THE COLLATERAL
MANAGER WHICH ARE RATED AT LEAST "P-1" BY MOODY'S AND AT LEAST "A-1+" BY
STANDARD & POOR'S AND WHICH MAKE A MARKET IN THE APPLICABLE COLLATERAL DEBT
SECURITIES) HAS CONFIRMED (WHICH CONFIRMATION MAY BE IN THE FORM OF A