Common use of Exercise of Put Option; Redemption Clause in Contracts

Exercise of Put Option; Redemption. 3.1 The Custodial Trust agrees that it shall, upon exercise of the put option as provided in Section 3.2, purchase the Preferred Stock from MBIA Insurance for a purchase price equal to the Preferred Stock Purchase Price, which Preferred Stock Purchase Price shall be payable on the Preferred Stock Payment Date in accordance with Section 4. (a) MBIA Insurance may exercise the put option at any time by delivering (i) a Put Notice to the Trustee, specifying a payment date (the “Preferred Stock Payment Date”), which shall be the next succeeding Distribution Payment Date after the date on which the Put Notice is delivered to the Trustee and (ii) the Expense Reimbursement Agreement to the Custodial Trust in the form attached hereto as Annex D (the “Expense Reimbursement Agreement”), in either case not more than fifteen (15) days but not less than ten (10) days prior to the next succeeding Distribution Payment Date. (b) On the Preferred Stock Payment Date, after payment of the Put Option Premium by MBIA Insurance to the Custodial Trust and payment of the distribution amount by the Custodial Trust to the Holders of the CPS Securities, in each case for the immediately preceding Distribution Period, MBIA Insurance shall issue and deliver to the Custodial Trust, or its designee, Preferred Stock with an aggregate Liquidation Preference equal to the proceeds attributable to principal received upon the maturity of the Custodial Trust’s Eligible Assets (and, if applicable, liquidation of defaulted Eligible Assets), net of fees and expenses of the Custodial Trust and after any principal is returned to Holders of the CPS Securities pursuant to Section 6.01(g) of the Declaration and Section 6(b) of the General Terms of the CPS Securities attached thereto. The Preferred Stock shall be delivered free and clear of any defect in title, together with all transfer and registration documents (or all notices, instructions or other communications) as are necessary to convey title to the Preferred Stock to the Custodial Trust (or its nominee). (c) For the avoidance of doubt, (1) any cash received by the Custodial Trust as interest or other payments earned on the principal amount of the Eligible Assets (net of fees and expenses and excluding any repayment of principal) and not previously distributed to the Holders of CPS Securities shall be distributed to the Holders of CPS Securities prior to payment by the Custodial Trust of the Preferred Stock Purchase Price, and shall not be used to purchase shares of Preferred Stock; and (2) the aggregate Liquidation Preference of Preferred Stock purchased from MBIA Insurance shall be reduced by the amount, if any, by which the aggregate face amount of CPS Securities is reduced as a result of losses of principal of or interest on Eligible Assets as required by Section 6.01(g) of the Declaration and Section 6(b) of the General Terms of the CPS Securities attached thereto. (d) MBIA Insurance shall have the right to redeem all or a portion of the Preferred Stock on any Distribution Payment Date upon payment of the Redemption Price for the shares to be redeemed (the “Redemption Proceeds”). Notwithstanding the foregoing, MBIA Insurance shall redeem all of the Preferred Stock if after giving effect to a partial redemption, the aggregate Liquidation Preference of the Preferred Stock outstanding immediately after such partial redemption would be less than $20,000,000. Payment of the Redemption Price will be made on the first Distribution Payment Date after MBIA Insurance properly elects to redeem the Preferred Stock. (e) Notice of any redemption of Preferred Stock shall be mailed to the holders of the Preferred Stock not less than ten (10) days nor more than fifteen (15) days prior to the date fixed for such redemption. At any time before or after a notice of redemption has been given, MBIA Insurance shall deposit the aggregate Redemption Price of the Preferred Stock to be redeemed with any bank or trust company in New York, New York, with directions to pay the holders of the Preferred Stock being redeemed the Redemption Proceeds in exchange for the Preferred Stock. (f) Upon a partial redemption of Preferred Stock held by the Custodial Trust, the Redemption Proceeds shall be allocated pro rata among the Holders of CPS Securities. (g) Upon a complete redemption of all Preferred Stock held by the Custodial Trust prior to a Fixed Rate Distribution Event, the Custodial Trust shall apply the Redemption Proceeds to the purchase of a portfolio of Eligible Assets. (h) For the avoidance of doubt, there is no limitation on the number of times MBIA Insurance may put the Preferred Stock to the Custodial Trust pursuant to and in accordance with the terms of this Agreement. (i) MBIA Insurance may not redeem the Preferred Stock from the holders thereof for a period of two years following a Fixed Rate Distribution Event.

Exercise of Put Option; Redemption. 3.1 The Custodial Trust agrees that it shall, upon exercise of the put option as provided in Section 3.2, purchase the Preferred Stock from MBIA Insurance FSA for a purchase price equal to the Preferred Stock Purchase Price, which Preferred Stock Purchase Price shall be payable on the Preferred Stock Payment Date in accordance with Section 4. (a) MBIA Insurance FSA may exercise the put option at any time by delivering (i) a Put Notice to the Trustee, specifying a payment date (the “Preferred Stock Payment Date”), which shall be the next succeeding Distribution Payment Date after the date on which the Put Notice is delivered to the Trustee and (ii) the Expense Reimbursement Agreement to the Custodial Trust in the form attached hereto as Annex D (the “Expense Reimbursement Agreement”), in either case not more than fifteen (15) days but not less than ten (10) days prior to the next succeeding scheduled Distribution Payment Date. (b) On the Preferred Stock Payment Date, after payment of the Put Option Premium by MBIA Insurance FSA to the Custodial Trust and payment of the distribution amount by the Custodial Trust to the Holders of the CPS Securities, in each case for the immediately preceding Distribution Period, MBIA Insurance FSA shall issue and deliver to the Custodial Trust, or its designee, Preferred Stock with an aggregate Liquidation Preference equal to the proceeds attributable to principal received upon the maturity of the Custodial Trust’s Eligible Assets (and, if applicable, liquidation of defaulted Eligible Assets), net of fees and expenses of the Custodial Trust and after any principal is returned to Holders of the CPS Securities pursuant to Section 6.01(g) of the Declaration and Section 6(b) of the General Terms of the CPS Securities attached thereto. The Preferred Stock shall be delivered free and clear of any defect in title, together with all transfer and registration documents (or all notices, instructions or other communications) as are necessary to convey title to the Preferred Stock to the Custodial Trust (or its nominee). (c) For the avoidance of doubt, (1) any cash received by the Custodial Trust as interest or other payments earned on the principal amount of the Eligible Assets (net of fees and expenses and excluding any repayment of principal) and not previously distributed to the Holders of CPS Securities shall be distributed to the Holders of CPS Securities prior to payment by the Custodial Trust of the Preferred Stock Purchase Price, and shall not be used to purchase shares of Preferred Stock; and (2) the aggregate Liquidation Preference of Preferred Stock purchased from MBIA Insurance FSA shall be reduced by the amount, if any, by which the aggregate face amount of CPS Securities is reduced as a result of losses of principal of or interest on Eligible Assets as required by Section 6.01(g) of the Declaration and Section 6(b) of the General Terms of the CPS Securities attached thereto. (d) MBIA Insurance shall have the right to redeem all or a portion of the Preferred Stock on any Distribution Payment Date upon payment of the Redemption Price for the shares to be redeemed (the “Redemption Proceeds”). Notwithstanding the foregoing, MBIA Insurance shall redeem all of the Preferred Stock if after giving effect to a partial redemption, the aggregate Liquidation Preference of the Preferred Stock outstanding immediately after such partial redemption would be less than $20,000,000. Payment of the Redemption Price will be made on the first Distribution Payment Date after MBIA Insurance properly elects to redeem the Preferred Stock. (e) Notice of any redemption of Preferred Stock shall be mailed to the holders of the Preferred Stock not less than ten (10) days nor more than fifteen (15) days prior to the date fixed for such redemption. At any time before or after a notice of redemption has been given, MBIA Insurance shall deposit the aggregate Redemption Price of the Preferred Stock to be redeemed with any bank or trust company in New York, New York, with directions to pay the holders of the Preferred Stock being redeemed the Redemption Proceeds in exchange for the Preferred Stock. (f) Upon a partial redemption of Preferred Stock held by the Custodial Trust, the Redemption Proceeds shall be allocated pro rata among the Holders of CPS Securities. (g) Upon a complete redemption of all Preferred Stock held by the Custodial Trust prior to a Fixed Rate Distribution Event, the Custodial Trust shall apply the Redemption Proceeds to the purchase of a portfolio of Eligible Assets. (h) For the avoidance of doubt, there is no limitation on the number of times MBIA Insurance may put the Preferred Stock to the Custodial Trust pursuant to and in accordance with the terms of this Agreement. (i) MBIA Insurance may not redeem the Preferred Stock from the holders thereof for a period of two years following a Fixed Rate Distribution Event.

Exercise of Put Option; Redemption. 3.1 The Custodial Trust Radian Securities agrees that it shall, upon exercise of the put option as provided in Section 3.2, (i) purchase the Radian Asset Preferred Stock from MBIA Insurance Radian Asset for a purchase price equal to the Preferred Stock Purchase Price, which Preferred Stock Purchase Price shall be payable on the Preferred Stock Payment Date in accordance with Section 44 and (ii) exercise its put option as provided in Section 3.2 of the Radian Securities Put Agreement. (a) MBIA Insurance Radian Asset may exercise the put option at any time by delivering (i) a Put Notice to the TrusteeRadian Securities, specifying a payment date (the “Preferred Stock Payment Date”), which shall be the next succeeding Distribution Payment Date after the date on which the Put Notice is delivered to the Trustee and (ii) the Expense Reimbursement Agreement to the Custodial Trust in the form attached hereto as Annex D (the “Expense Reimbursement Agreement”), in either case Radian Securities not more than fifteen (15) days but not less than ten (10) days prior to the next succeeding Distribution Payment Date. (b) On the Preferred Stock Payment Date, after payment of the Put Option Premium by MBIA Insurance Radian Asset to Radian Securities (and the payment of the Put Option Premium by Radian Securities to the Custodial Trust and payment of the distribution amount by the Custodial Trust to the Holders of the CPS Securities), in each case for the immediately preceding Distribution Period, MBIA Insurance Radian Asset shall issue and deliver to the Custodial TrustRadian Securities, or its designee, Radian Asset Preferred Stock with an aggregate Liquidation Preference equal to the proceeds attributable to principal received by Radian Securities from the Custodial Trust (and paid by Radian Securities to Radian Asset pursuant to Section 4.1) upon the maturity or sale of the Custodial Trust’s Eligible Assets (and, if applicable, liquidation of defaulted Eligible Assets), net of fees and expenses of the Custodial Trust Expenses and after any principal is returned to Holders of the CPS Securities pursuant to Section 6.01(g) of the Declaration and Section 6(b) of the General Terms of the CPS Securities attached thereto. The Preferred Stock shall be delivered free and clear of any defect in title, together with all transfer and registration documents (or all notices, instructions or other communications) as are necessary to convey title to the Preferred Stock to the Custodial Trust (or its nominee). (c) For the avoidance of doubt, (1) any cash received by the Custodial Trust as interest or other payments earned on the principal amount of the Eligible Assets (net of fees and expenses and excluding any repayment of principal) and not previously distributed to the Holders of CPS Securities shall be distributed to the Holders of CPS Securities prior to payment by the Custodial Trust of the Preferred Stock Purchase Price, and shall not be used to purchase shares of Preferred Stock; and (2) the aggregate Liquidation Preference of Preferred Stock purchased from MBIA Insurance shall be reduced by the amount, if any, by which the aggregate face amount of CPS Securities is reduced as a result of losses of principal of or interest on Eligible Assets as required by Section 6.01(g) of the Declaration and Section 6(b) of the General Terms of the CPS Securities attached thereto. (d) MBIA Insurance shall have the right to redeem all or a portion of the Preferred Stock on any Distribution Payment Date upon payment of the Redemption Price for the shares to be redeemed (the “Redemption Proceeds”). Notwithstanding the foregoing, MBIA Insurance shall redeem all of the Preferred Stock if after giving effect to a partial redemption, the aggregate Liquidation Preference of the Preferred Stock outstanding immediately after such partial redemption would be less than $20,000,000. Payment of the Redemption Price will be made on the first Distribution Payment Date after MBIA Insurance properly elects to redeem the Preferred Stock. (e) Notice of any redemption of Preferred Stock shall be mailed to the holders of the Preferred Stock not less than ten (10) days nor more than fifteen (15) days prior to the date fixed for such redemption. At any time before or after a notice of redemption has been given, MBIA Insurance shall deposit the aggregate Redemption Price of the Preferred Stock to be redeemed with any bank or trust company in New York, New York, with directions to pay the holders of the Preferred Stock being redeemed the Redemption Proceeds in exchange for the Preferred Stock. (f) Upon a partial redemption of Preferred Stock held by the Custodial Trust, the Redemption Proceeds shall be allocated pro rata among the Holders of CPS Securities. (g) Upon a complete redemption of all Preferred Stock held by the Custodial Trust prior to a Fixed Rate Distribution Event, the Custodial Trust shall apply the Redemption Proceeds to the purchase of a portfolio of Eligible Assets. (h) For the avoidance of doubt, there is no limitation on the number of times MBIA Insurance may put the Preferred Stock to the Custodial Trust pursuant to and in accordance with the terms of this Agreement. (i) MBIA Insurance may not redeem the Preferred Stock from the holders thereof for a period of two years following a Fixed Rate Distribution Event.

Exercise of Put Option; Redemption. 3.1 The Custodial Trust agrees that it shall, upon exercise of the put option by the Company as provided in Section 3.2, purchase all, but not less than all, of the Preferred Stock from MBIA Insurance the Company for a purchase price equal to the Preferred Stock Purchase Price, which Preferred Stock Purchase Price shall be payable on the Preferred Stock Payment Date in accordance with Section 4. (a) MBIA Insurance The Company may exercise the put option at any time by delivering (i) a Put Notice to the Trustee, specifying a payment date (the “Preferred Stock Payment Date”), which shall be the next succeeding Distribution Payment Date after the date on which the Put Notice is delivered to the Trustee and (ii) the Custodial Trust Expense Reimbursement Agreement to the Custodial Trust in the form attached hereto as Annex D (the “Custodial Trust Expense Reimbursement Agreement”), in either case not more than fifteen (15) days but not less than ten (10) days prior to the next succeeding Distribution Payment Date. (b) On the Preferred Stock Payment Date, after payment of the Put Option Premium by MBIA Insurance the Company to the Custodial Trust and payment of the any unpaid distribution amount by the Custodial Trust to the Holders of the CPS CCS Securities, in each case for the immediately preceding Distribution Period, MBIA Insurance the Company shall issue and deliver to the Custodial Trust, or its designee, Preferred Stock with an aggregate Liquidation Preference equal to the proceeds attributable to principal received upon the maturity of the Custodial Trust’s Eligible Assets (and, if applicable, liquidation of defaulted Eligible Assets), net of fees and expenses of the Custodial Trust and after any principal is returned to Holders of the CPS Securities pursuant to Section 6.01(g) of the Declaration and Section 6(b) of the General Terms of the CPS Securities attached theretoPreferred Stock Purchase Price. The Preferred Stock shall be delivered free and clear of any defect in title, together with all transfer and registration documents (or all notices, instructions or other communications) as are necessary to convey title to the Preferred Stock to the Custodial Trust (or its nominee). (c) For the avoidance of doubt, (1) any cash received by the Custodial Trust as interest or other payments earned on the principal amount of the Eligible Assets (net of fees and expenses and excluding any repayment of principal) and not previously distributed to the Holders of CPS CCS Securities shall be distributed to the Holders of CPS CCS Securities prior to payment by the Custodial Trust of the Preferred Stock Purchase Price, and shall not be used to purchase shares of the Preferred Stock; and (2) the aggregate Liquidation Preference of the Preferred Stock purchased from MBIA Insurance shall be reduced by the amount, if any, by which the aggregate face amount of CPS CCS Securities is reduced as a result of losses of principal of or interest on Eligible Assets as required by Section 6.01(g) of the Declaration and Section 6(bSections 2(h) and 7(b) of the General Terms of the CPS CCS Securities attached thereto. (d) MBIA Insurance Pursuant to the Charter, the Company shall have the right to redeem all or a portion of the Preferred Stock in whole but not in part on any Distribution Payment Date during the Flexed Rate Period upon payment of the Redemption Price for the shares to be redeemed (the “Redemption Proceeds”). Notwithstanding the foregoing, MBIA Insurance shall redeem all of the Preferred Stock if after giving effect to a partial redemption, the aggregate Liquidation Preference of the Preferred Stock outstanding immediately after such partial redemption would be less than $20,000,000. Payment of the Redemption Price will be made on the first Distribution Payment Date after MBIA Insurance properly elects to redeem the Preferred Stock. (e) Notice of any redemption of Preferred Stock shall be mailed to the holders of the Preferred Stock not less than ten (10) days nor more than fifteen (15) days prior to the date fixed for such redemption. At any time before or after a notice of redemption has been given, MBIA Insurance the Company shall deposit the aggregate Redemption Price of the Preferred Stock to be redeemed with any bank or trust company in New York, New York, with directions to pay the holders of the Preferred Stock being redeemed the Redemption Proceeds in exchange for the Preferred StockStock on the date fixed for such redemption. (f) Upon a partial redemption of If Preferred Stock held by is distributed to holders of CCS Securities during any Flexed Rate Period, then the Custodial Trust, Company may not redeem the Redemption Proceeds shall be allocated pro rata among Preferred Stock until the Holders end of CPS Securitiessuch Flexed Rate Period. (g) Upon a complete redemption Pursuant to the Charter, following exercise of all the put option, the Company may redeem the Preferred Stock held by in whole or in part (x) on the Custodial Trust prior to a Fixed final distribution payment date of the applicable Flexed Rate Distribution EventPeriod and (y) on any distribution payment date in the Auction Rate Mode, upon payment of the Redemption Proceeds. (h) Upon any redemption in full of Preferred Stock, the Custodial Trust shall apply agrees to reinvest the redemption proceeds in Eligible Assets and the Company agrees to pay the Put Premium to the Custodial Trust in accordance with this Agreement. (i) Subject to clause (j) below, if the Company partially redeems the Preferred Stock, the Redemption Proceeds will be distributed pro rata or by such other method as determined by the Trustee to the purchase holders of the CCS Securities (and a portfolio corresponding reduction in the aggregate face amount of Eligible AssetsCCS Securities will be made). (hj) The Company shall be obligated to redeem all of the Preferred Stock if after giving effect to a partial redemption permitted under the terms of this Agreement, the aggregate Liquidation Preference of the Preferred Stock outstanding immediately after such partial redemption would be less than $20,000,000. (k) For the avoidance of doubt, there is no limitation on the number of times MBIA Insurance the Company may put and redeem the Preferred Stock to the Custodial Trust pursuant to and in accordance with the terms of this Agreement. (il) MBIA Insurance The Company may not redeem the Preferred Stock from the holders thereof for a period of two years following a Fixed Rate Distribution Event.

Exercise of Put Option; Redemption. 3.1 The Custodial Trust agrees that it shall, upon exercise of the put option as provided in Section 3.2, purchase the Radian Securities Preferred Stock from MBIA Insurance Radian Securities for a purchase price equal to the Preferred Stock Purchase Price, which Preferred Stock Purchase Price shall be payable on the Preferred Stock Payment Date in accordance with Section 4. (a) MBIA Insurance may exercise In the event that Radian Asset exercises its put option at any time under the Radian Asset Put Agreement and causes Radian Securities to purchase the Radian Asset Preferred Stock, Radian Securities will exercise its put option hereunder by delivering (i) a Put Notice to the Trustee, specifying a payment date (the “Preferred Stock Payment Date”), which shall be the next succeeding Distribution Payment Date after the date on which the Put Notice is delivered to the Trustee and (ii) the Expense Reimbursement Agreement to the Custodial Trust in the form attached hereto as Annex D (the “Expense Reimbursement Agreement”), in either case not more than fifteen (15) days but not less than ten (10) days prior to the next succeeding Distribution Payment Date. (b) On the Preferred Stock Payment Date, after payment of the Put Option Premium by MBIA Insurance Radian Securities to the Custodial Trust and payment of the distribution amount by the Custodial Trust to the Holders of the CPS Securities, in each case for the immediately preceding Distribution Period, MBIA Insurance Radian Securities shall issue and deliver to the Custodial Trust, or its designee, Radian Securities Preferred Stock with an aggregate Liquidation Preference equal to the proceeds attributable to principal received upon the maturity or sale of the Custodial Trust’s Eligible Assets (and, if applicable, liquidation of defaulted Eligible Assets), net of fees and expenses of the Custodial Trust Expenses and after any principal is returned to Holders of the CPS Securities pursuant to Section 6.01(g) of the Declaration and Section 6(b) of the General Terms of the CPS Securities attached thereto. The Preferred Stock shall be delivered free and clear of any defect in title, together with all transfer and registration documents (or all notices, instructions or other communications) as are necessary to convey title to the Preferred Stock to the Custodial Trust (or its nominee). (c) For the avoidance of doubt, (1) any cash received by the Custodial Trust as interest or other payments earned on the principal amount of the Eligible Assets (net of fees and expenses and excluding any repayment of principal) and not previously distributed to the Holders of CPS Securities shall be distributed to the Holders of CPS Securities prior to payment by the Custodial Trust of the Preferred Stock Purchase Price, and shall not be used to purchase shares of Preferred Stock; and (2) the aggregate Liquidation Preference of Preferred Stock purchased from MBIA Insurance shall be reduced by the amount, if any, by which the aggregate face amount of CPS Securities is reduced as a result of losses of principal of or interest on Eligible Assets as required by Section 6.01(g) of the Declaration and Section 6(b) of the General Terms of the CPS Securities attached thereto. (d) MBIA Insurance shall have the right to redeem all or a portion of the Preferred Stock on any Distribution Payment Date upon payment of the Redemption Price for the shares to be redeemed (the “Redemption Proceeds”). Notwithstanding the foregoing, MBIA Insurance shall redeem all of the Preferred Stock if after giving effect to a partial redemption, the aggregate Liquidation Preference of the Preferred Stock outstanding immediately after such partial redemption would be less than $20,000,000. Payment of the Redemption Price will be made on the first Distribution Payment Date after MBIA Insurance properly elects to redeem the Preferred Stock. (e) Notice of any redemption of Preferred Stock shall be mailed to the holders of the Preferred Stock not less than ten (10) days nor more than fifteen (15) days prior to the date fixed for such redemption. At any time before or after a notice of redemption has been given, MBIA Insurance shall deposit the aggregate Redemption Price of the Preferred Stock to be redeemed with any bank or trust company in New York, New York, with directions to pay the holders of the Preferred Stock being redeemed the Redemption Proceeds in exchange for the Preferred Stock. (f) Upon a partial redemption of Preferred Stock held by the Custodial Trust, the Redemption Proceeds shall be allocated pro rata among the Holders of CPS Securities. (g) Upon a complete redemption of all Preferred Stock held by the Custodial Trust prior to a Fixed Rate Distribution Event, the Custodial Trust shall apply the Redemption Proceeds to the purchase of a portfolio of Eligible Assets. (h) For the avoidance of doubt, there is no limitation on the number of times MBIA Insurance may put the Preferred Stock to the Custodial Trust pursuant to and in accordance with the terms of this Agreement. (i) MBIA Insurance may not redeem the Preferred Stock from the holders thereof for a period of two years following a Fixed Rate Distribution Event.

Exercise of Put Option; Redemption. 3.1 The Custodial Trust Radian Securities agrees that it shall, upon exercise of the put option as provided in Section 3.2, (i) purchase the Radian Asset Preferred Stock from MBIA Insurance Radian Asset for a purchase price equal to the Preferred Stock Purchase Price, which Preferred Stock Purchase Price shall be payable on the Preferred Stock Payment Date in accordance with Section 44 and (ii) exercise its put option as provided in Section 3.2 of the Radian Securities Put Agreement. (a) MBIA Insurance Radian Asset may exercise the put option at any time by delivering (i) a Put Notice to the TrusteeRadian Securities, specifying a payment date (the “Preferred Stock Payment Date”), which shall be the next succeeding Distribution Payment Date after the date on which the Put Notice is delivered to Radian Securities (unless the Trustee and (ii) put option is exercised during the Expense Reimbursement Agreement to the Custodial Trust in the form attached hereto as Annex D (the “Expense Reimbursement Agreement”)Initial Distribution Period, in either which case the Preferred Stock Payment Date shall be the earlier to occur of the next succeeding Reinvestment Date or the next succeeding Distribution Payment Date) not more than fifteen (15) days but not less than ten (10) days prior to the next succeeding Distribution Payment Date or Reinvestment Date, as the case may be. (b) On the Preferred Stock Payment Date, after payment of the Put Option Premium by MBIA Insurance Radian Asset to Radian Securities (and the payment of the Put Option Premium by Radian Securities to the Custodial Trust and payment of the distribution amount by the Custodial Trust to the Holders of the CPS Securities), in each case for the immediately preceding Distribution Period (unless the put option is exercised during the Initial Distribution Period, MBIA Insurance in which case the Put Option Premium will be paid only on the Initial Distribution Date), Radian Asset shall issue and deliver to the Custodial TrustRadian Securities, or its designee, Radian Asset Preferred Stock with an aggregate Liquidation Preference equal to the proceeds attributable to principal received by Radian Securities from the Custodial Trust (and paid by Radian Securities to Radian Asset pursuant to Section 4.1) upon the maturity or sale of the Custodial Trust’s Eligible Assets (and, if applicable, liquidation of defaulted Eligible Assets), net of fees and expenses of the Custodial Trust Expenses and after any principal is returned to Holders of the CPS Securities pursuant to Section 6.01(g) of the Declaration and Section 6(b) of the General Terms of the CPS Securities attached thereto. The Preferred Stock shall be delivered free and clear of any defect in title, together with all transfer and registration documents (or all notices, instructions or other communications) as are necessary to convey title to the Preferred Stock to the Custodial Trust (or its nominee). (c) For the avoidance of doubt, (1) any cash received by the Custodial Trust as interest or other payments earned on the principal amount of the Eligible Assets (net of fees and expenses and excluding any repayment of principal) and not previously distributed to the Holders of CPS Securities shall be distributed to the Holders of CPS Securities prior to payment by the Custodial Trust of the Preferred Stock Purchase Price, and shall not be used to purchase shares of Preferred Stock; and (2) the aggregate Liquidation Preference of Preferred Stock purchased from MBIA Insurance shall be reduced by the amount, if any, by which the aggregate face amount of CPS Securities is reduced as a result of losses of principal of or interest on Eligible Assets as required by Section 6.01(g) of the Declaration and Section 6(b) of the General Terms of the CPS Securities attached thereto. (d) MBIA Insurance shall have the right to redeem all or a portion of the Preferred Stock on any Distribution Payment Date upon payment of the Redemption Price for the shares to be redeemed (the “Redemption Proceeds”). Notwithstanding the foregoing, MBIA Insurance shall redeem all of the Preferred Stock if after giving effect to a partial redemption, the aggregate Liquidation Preference of the Preferred Stock outstanding immediately after such partial redemption would be less than $20,000,000. Payment of the Redemption Price will be made on the first Distribution Payment Date after MBIA Insurance properly elects to redeem the Preferred Stock. (e) Notice of any redemption of Preferred Stock shall be mailed to the holders of the Preferred Stock not less than ten (10) days nor more than fifteen (15) days prior to the date fixed for such redemption. At any time before or after a notice of redemption has been given, MBIA Insurance shall deposit the aggregate Redemption Price of the Preferred Stock to be redeemed with any bank or trust company in New York, New York, with directions to pay the holders of the Preferred Stock being redeemed the Redemption Proceeds in exchange for the Preferred Stock. (f) Upon a partial redemption of Preferred Stock held by the Custodial Trust, the Redemption Proceeds shall be allocated pro rata among the Holders of CPS Securities. (g) Upon a complete redemption of all Preferred Stock held by the Custodial Trust prior to a Fixed Rate Distribution Event, the Custodial Trust shall apply the Redemption Proceeds to the purchase of a portfolio of Eligible Assets. (h) For the avoidance of doubt, there is no limitation on the number of times MBIA Insurance may put the Preferred Stock to the Custodial Trust pursuant to and in accordance with the terms of this Agreement. (i) MBIA Insurance may not redeem the Preferred Stock from the holders thereof for a period of two years following a Fixed Rate Distribution Event.

Exercise of Put Option; Redemption. 3.1 The Custodial Trust agrees that it shall, upon exercise of the put option as provided in Section 3.2, purchase the Preferred Stock from MBIA Insurance for a purchase price equal to the Preferred Stock Purchase Price, which Preferred Stock Purchase Price shall be payable on the Preferred Stock Payment Date in accordance with Section 4. (a) MBIA Insurance may exercise the put option at any time by delivering (i) a Put Notice to the Trustee, specifying a payment date (the “"Preferred Stock Payment Date”"), which shall be the next succeeding Distribution Payment Date after the date on which the Put Notice is delivered to the Trustee and (ii) the Expense Reimbursement Agreement to the Custodial Trust in the form attached hereto as Annex D (the “"Expense Reimbursement Agreement”"), in either case not more than fifteen (15) days but not less than ten (10) days prior to the next succeeding Distribution Payment Date. (b) On the Preferred Stock Payment Date, after payment of the Put Option Premium by MBIA Insurance to the Custodial Trust and payment of the distribution amount by the Custodial Trust to the Holders of the CPS Securities, in each case for the immediately preceding Distribution Period, MBIA Insurance shall issue and deliver to the Custodial Trust, or its designee, Preferred Stock with an aggregate Liquidation Preference equal to the proceeds attributable to principal received upon the maturity or sale of the Custodial Trust’s Eligible Assets (and, if applicable, liquidation of defaulted 's Eligible Assets), net of fees and expenses of the Custodial Trust and after any principal is returned to Holders of the CPS Securities pursuant to Section 6.01(g) of the Declaration and Section 6(b) of the General Terms of the CPS Securities attached thereto. The Preferred Stock shall be delivered free and clear of any defect in title, together with all transfer and registration documents (or all notices, instructions or other communications) as are necessary to convey title to the Preferred Stock to the Custodial Trust (or its nominee). (c) For the avoidance of doubt, (1) any cash received by the Custodial Trust as interest or other payments earned on the principal amount of the Eligible Assets (net of fees and expenses and excluding any repayment of principal) and not previously distributed to the Holders of CPS Securities shall be distributed to the Holders of CPS Securities prior to payment by the Custodial Trust of the Preferred Stock Purchase Price, and shall not be used to purchase shares of Preferred Stock; and (2) the aggregate Liquidation Preference of Preferred Stock purchased from MBIA Insurance shall be reduced by the amount, if any, by which the aggregate face amount of CPS Securities is reduced as a result of losses of principal of or interest on Eligible Assets as required by Section 6.01(g) of the Declaration and Section 6(b) of the General Terms of the CPS Securities attached thereto. (d) MBIA Insurance shall have the right to redeem all or a portion of the Preferred Stock on any Distribution Payment Date upon payment of the Redemption Price for the shares to be redeemed (the “"Redemption Proceeds”"). Notwithstanding the foregoing, MBIA Insurance shall redeem all of the Preferred Stock if after giving effect to a partial redemption, the aggregate Liquidation Preference of the Preferred Stock outstanding immediately after such partial redemption would be less than $20,000,000. Payment of the Redemption Price will be made on the first Distribution Payment Date after MBIA Insurance properly elects to redeem the Preferred Stock. (e) Notice of any redemption of Preferred Stock shall be mailed to the holders of the Preferred Stock not less than ten (10) days nor more than fifteen (15) days prior to the date fixed for such redemption. At any time before or after a notice of redemption has been given, MBIA Insurance shall deposit the aggregate Redemption Price of the Preferred Stock to be redeemed with any bank or trust company in New York, New York, with directions to pay the holders of the Preferred Stock being redeemed the Redemption Proceeds in exchange for the Preferred Stock. (f) Upon a partial redemption of Preferred Stock held by the Custodial Trust, the Redemption Proceeds shall be allocated pro rata among the Holders of CPS Securities. (g) Upon a complete redemption of all Preferred Stock held by the Custodial Trust prior to a Fixed Rate Distribution Event, the Custodial Trust shall apply the Redemption Proceeds to the purchase of a portfolio of Eligible Assets. (h) For the avoidance of doubt, there is no limitation on the number of times MBIA Insurance may put the Preferred Stock to the Custodial Trust pursuant to and in accordance with the terms of this Agreement. (i) MBIA Insurance may not redeem the Preferred Stock from the holders thereof for a period of two years following a Fixed Rate Distribution Event.

Exercise of Put Option; Redemption. 3.1 The Custodial Trust agrees that it shall, upon exercise of the put option as provided in Section 3.2, purchase the Radian Securities Preferred Stock from MBIA Insurance Radian Securities for a purchase price equal to the Preferred Stock Purchase Price, which Preferred Stock Purchase Price shall be payable on the Preferred Stock Payment Date in accordance with Section 4. (a) MBIA Insurance may exercise In the event that Radian Asset exercises its put option at any time under the Radian Asset Put Agreement and causes Radian Securities to purchase the Radian Asset Preferred Stock, Radian Securities will exercise its put option hereunder by delivering (i) a Put Notice to the Trustee, specifying a payment date (the “Preferred Stock Payment Date”), which shall be the next succeeding Distribution Payment Date after the date on which the Put Notice is delivered to the Trustee and (ii) unless the Expense Reimbursement Agreement to put option is exercised during the Custodial Trust in the form attached hereto as Annex D (the “Expense Reimbursement Agreement”)Initial Distribution Period, in either which case the Preferred Stock Payment Date shall be the earlier to occur of the next succeeding Reinvestment Date or the next succeeding Distribution Payment Date) not more than fifteen (15) days but not less than ten (10) days prior to the next succeeding Distribution Payment Date or Reinvestment Date, as the case may be. (b) On the Preferred Stock Payment Date, after payment of the Put Option Premium by MBIA Insurance Radian Securities to the Custodial Trust and payment of the distribution amount by the Custodial Trust to the Holders of the CPS Securities, in each case for the immediately preceding Distribution Period (unless the put option is exercised during the Initial Distribution Period, MBIA Insurance in which case the Put Option Premium will be paid only on the Initial Distribution Date), Radian Securities shall issue and deliver to the Custodial Trust, or its designee, Radian Securities Preferred Stock with an aggregate Liquidation Preference equal to the proceeds attributable to principal received upon the maturity or sale of the Custodial Trust’s Eligible Assets (and, if applicable, liquidation of defaulted Eligible Assets), net of fees and expenses of the Custodial Trust Expenses and after any principal is returned to Holders of the CPS Securities pursuant to Section 6.01(g) of the Declaration and Section 6(b) of the General Terms of the CPS Securities attached thereto. The Preferred Stock shall be delivered free and clear of any defect in title, together with all transfer and registration documents (or all notices, instructions or other communications) as are necessary to convey title to the Preferred Stock to the Custodial Trust (or its nominee). (c) For the avoidance of doubt, (1) any cash received by the Custodial Trust as interest or other payments earned on the principal amount of the Eligible Assets (net of fees and expenses and excluding any repayment of principal) and not previously distributed to the Holders of CPS Securities shall be distributed to the Holders of CPS Securities prior to payment by the Custodial Trust of the Preferred Stock Purchase Price, and shall not be used to purchase shares of Preferred Stock; and (2) the aggregate Liquidation Preference of Preferred Stock purchased from MBIA Insurance shall be reduced by the amount, if any, by which the aggregate face amount of CPS Securities is reduced as a result of losses of principal of or interest on Eligible Assets as required by Section 6.01(g) of the Declaration and Section 6(b) of the General Terms of the CPS Securities attached thereto. (d) MBIA Insurance shall have the right to redeem all or a portion of the Preferred Stock on any Distribution Payment Date upon payment of the Redemption Price for the shares to be redeemed (the “Redemption Proceeds”). Notwithstanding the foregoing, MBIA Insurance shall redeem all of the Preferred Stock if after giving effect to a partial redemption, the aggregate Liquidation Preference of the Preferred Stock outstanding immediately after such partial redemption would be less than $20,000,000. Payment of the Redemption Price will be made on the first Distribution Payment Date after MBIA Insurance properly elects to redeem the Preferred Stock. (e) Notice of any redemption of Preferred Stock shall be mailed to the holders of the Preferred Stock not less than ten (10) days nor more than fifteen (15) days prior to the date fixed for such redemption. At any time before or after a notice of redemption has been given, MBIA Insurance shall deposit the aggregate Redemption Price of the Preferred Stock to be redeemed with any bank or trust company in New York, New York, with directions to pay the holders of the Preferred Stock being redeemed the Redemption Proceeds in exchange for the Preferred Stock. (f) Upon a partial redemption of Preferred Stock held by the Custodial Trust, the Redemption Proceeds shall be allocated pro rata among the Holders of CPS Securities. (g) Upon a complete redemption of all Preferred Stock held by the Custodial Trust prior to a Fixed Rate Distribution Event, the Custodial Trust shall apply the Redemption Proceeds to the purchase of a portfolio of Eligible Assets. (h) For the avoidance of doubt, there is no limitation on the number of times MBIA Insurance may put the Preferred Stock to the Custodial Trust pursuant to and in accordance with the terms of this Agreement. (i) MBIA Insurance may not redeem the Preferred Stock from the holders thereof for a period of two years following a Fixed Rate Distribution Event.

Exercise of Put Option; Redemption. 3.1 The Custodial Trust agrees that it shall, upon exercise of the put option as provided in Section 3.2, purchase the Preferred Stock from MBIA Insurance for a purchase price equal to the Preferred Stock Purchase Price, which Preferred Stock Purchase Price shall be payable on the Preferred Stock Payment Date in accordance with Section 4. (a) MBIA Insurance may exercise the put option at any time by delivering (i) a Put Notice to the Trustee, specifying a payment date (the “"Preferred Stock Payment Date”"), which shall be the next succeeding Distribution Payment Date after the date on which the Put Notice is delivered to the Trustee and (ii) the Expense Reimbursement Agreement to the Custodial Trust in the form attached hereto as Annex D (the “"Expense Reimbursement Agreement”"), in either case not more than fifteen (15) days but not less than ten (10) days 10)days prior to the next succeeding Distribution Payment Date. (b) On the Preferred Stock Payment Date, after payment of the Put Option Premium by MBIA Insurance to the Custodial Trust and payment of the distribution amount by the Custodial Trust to the Holders of the CPS Securities, in each case for the immediately preceding Distribution Period, MBIA Insurance shall issue and deliver to the Custodial Trust, or its designee, Preferred Stock with an aggregate Liquidation Preference equal to the proceeds attributable to principal received upon the maturity or sale of the Custodial Trust’s Eligible Assets (and, if applicable, liquidation of defaulted 's Eligible Assets), net of fees and expenses of the Custodial Trust and after any principal is returned to Holders of the CPS Securities pursuant to Section 6.01(g) of the Declaration and Section 6(b) of the General Terms of the CPS Securities attached thereto. The Preferred Stock shall be delivered free and clear of any defect in title, together with all transfer and registration documents (or all notices, instructions or other communications) as are necessary to convey title to the Preferred Stock to the Custodial Trust (or its nominee). (c) For the avoidance of doubt, (1) any cash received by the Custodial Trust as interest or other payments earned on the principal amount of the Eligible Assets (net of fees and expenses and excluding any repayment of principal) and not previously distributed to the Holders of CPS Securities shall be distributed to the Holders of CPS Securities prior to payment by the Custodial Trust of the Preferred Stock Purchase Price, and shall not be used to purchase shares of Preferred Stock; and (2) the aggregate Liquidation Preference of Preferred Stock purchased from MBIA Insurance shall be reduced by the amount, if any, by which the aggregate face amount of CPS Securities is reduced as a result of losses of principal of or interest on Eligible Assets as required by Section 6.01(g) of the Declaration and Section 6(b) of the General Terms of the CPS Securities attached thereto. (d) MBIA Insurance shall have the right to redeem all or a portion of the Preferred Stock on any Distribution Payment Date upon payment of the Redemption Price for the shares to be redeemed (the “"Redemption Proceeds”"). Notwithstanding the foregoing, MBIA Insurance shall redeem all of the Preferred Stock if after giving effect to a partial redemption, the aggregate Liquidation Preference of the Preferred Stock outstanding immediately after such partial redemption would be less than $20,000,000. Payment of the Redemption Price will be made on the first Distribution Payment Date after MBIA Insurance properly elects to redeem the Preferred Stock. (e) Notice of any redemption of Preferred Stock shall be mailed to the holders of the Preferred Stock not less than ten (10) days nor more than fifteen (15) days prior to the date fixed for such redemption. At any time before or after a notice of redemption has been given, MBIA Insurance shall deposit the aggregate Redemption Price of the Preferred Stock to be redeemed with any bank or trust company in New York, New York, with directions to pay the holders of the Preferred Stock being redeemed the Redemption Proceeds in exchange for the Preferred Stock. (f) Upon a partial redemption of Preferred Stock held by the Custodial Trust, the Redemption Proceeds shall be allocated pro rata among the Holders of CPS Securities. (g) Upon a complete redemption of all Preferred Stock held by the Custodial Trust prior to a Fixed Rate Distribution Event, the Custodial Trust shall apply the Redemption Proceeds to the purchase of a portfolio of Eligible Assets. (h) For the avoidance of doubt, there is no limitation on the number of times MBIA Insurance may put the Preferred Stock to the Custodial Trust pursuant to and in accordance with the terms of this Agreement. (i) MBIA Insurance may not redeem the Preferred Stock from the holders thereof for a period of two years following a Fixed Rate Distribution Event.

Exercise of Put Option; Redemption. 3.1 The Custodial Trust agrees that it shall, upon exercise of the put option as provided in Section 3.2, purchase the Preferred Stock Preference Shares from MBIA Insurance the Company for a purchase price equal to the Preferred Stock Preference Shares Purchase Price, which Preferred Stock Preference Shares Purchase Price shall be payable on the Preferred Stock Preference Shares Payment Date in accordance with Section 4. (a) MBIA Insurance The Company may exercise the put option (with respect to all or a portion of the Preference Shares covered thereby) at any time by delivering (i) a Put Notice to the Trustee, specifying (x) the number of Preference Shares with respect to which the put option is exercised and (y) a payment date (the “Preferred Stock "Preference Shares Payment Date”"), which shall be the next succeeding Distribution Payment Date after the date on which the Put Notice is delivered to the Trustee Trustee, and (ii) the Expense Reimbursement Agreement to the Custodial Trust in the form attached hereto as Annex D E (the “"Expense Reimbursement Agreement”"), in either case not more than fifteen (15) days but not less than ten (10) days prior to the next succeeding scheduled Distribution Payment Date. (b) On the Preferred Stock Preference Shares Payment Date, after payment of the Put Option Premium by MBIA Insurance the Company to the Custodial Trust and payment of the distribution amount by the Custodial Trust to the Holders of the CPS Securities, in each case for the immediately preceding Distribution Period, MBIA Insurance the Company shall issue and deliver to the Custodial Trust, or its designee, Preferred Stock Preference Shares with an aggregate Liquidation Preference equal to the proceeds attributable to principal received upon the maturity of the Custodial Trust’s Eligible Assets (and, if applicable, liquidation of defaulted Eligible Assets), net of fees and expenses of the Custodial Trust and after any principal is returned to Holders of the CPS Securities pursuant to Section 6.01(g) of the Declaration and Section 6(b) of the General Terms of the CPS Securities attached theretoapplicable Preference Shares Purchase Price. The Preferred Stock Preference Shares shall be delivered free and clear of any defect in title, together with all transfer and registration documents (or all notices, instructions or other communications) as are necessary to convey title to the Preferred Stock Preference Shares to the Custodial Trust (or its nominee). (c) For the avoidance of doubt, (1i) any cash received by the Custodial Trust as interest or other payments earned on the principal amount of the Eligible Assets (net of fees and expenses and excluding any repayment of principal) and not previously distributed to the Holders of CPS Securities shall be distributed to the Holders of CPS Securities prior to payment by the Custodial Trust of the Preferred Stock Preference Shares Purchase Price, and shall not be used to purchase shares of Preferred Stock; and Preference Shares, (2ii) the aggregate Liquidation Preference of Preferred Stock Preference Shares purchased from MBIA Insurance the Company shall be reduced by the amount, if any, by which the aggregate face amount of CPS Securities is reduced as a result of losses of principal of or interest on Eligible Assets as required by Section 6.01(g) of the Declaration and Section 6(b) of the General Terms Terms, and (iii) the maximum aggregate amount of proceeds which the Company shall receive upon exercise of the put option hereunder, in whole or in part, shall not exceed the aggregate face amount of CPS Securities attached theretothen outstanding reduced, as applicable, as a result of losses of principal of or interest on Eligible Assets as required by Section 6.01(g) of the Declaration and Section 6(b) of the General Terms (taking into account aggregate Redemption Proceeds received by the Trust). (d) MBIA Insurance The Company shall have the right to redeem all or a portion of the Preferred Stock Preference Shares on any Distribution Payment Date upon payment of the Redemption Price for the shares Preference Shares to be redeemed (the “"Redemption Proceeds”"). Notwithstanding the foregoing, MBIA Insurance the Company shall not redeem all of the Preferred Stock any Preference Shares if after giving effect to a partial redemption, the aggregate Liquidation Preference of the Preferred Stock Preference Shares outstanding immediately after such partial redemption would be less than Twenty million U.S. dollars (U.S. $20,000,000). Payment of the Redemption Price will be made on the first Distribution Payment Date after MBIA Insurance properly the Company elects to redeem the Preferred StockPreference Shares in accordance with Section 3.2(e). (e) The Company may redeem all or a portion of the Preference Shares at any time by providing notice to the Trustee, specifying a redemption date, which shall be the next succeeding Distribution Payment Date after the date of such notice, not less than twenty days prior to the next succeeding scheduled Distribution Payment Date. Notice of any redemption of Preferred Stock Preference Shares shall be mailed to the holders of the Preferred Stock Preference Shares not less than ten (10) days nor more than fifteen (15) days prior to the date fixed for such redemption. At any time before or after a notice of redemption has been given, MBIA Insurance the Company shall deposit the aggregate Redemption Price of the Preferred Stock Preference Shares to be redeemed with any bank or trust company in New York, New York, with directions to pay the holders of the Preferred Stock Preference Shares being redeemed the Redemption Proceeds in exchange for the Preferred StockPreference Shares. (f) Upon a partial redemption of Preferred Stock the Preference Shares held by the Custodial TrustTrust prior to a Fixed-Rate Distribution Event, the Trust shall apply the Redemption Proceeds shall to the purchase of Eligible Assets (it being understood that no partial redemption may be allocated pro rata among made by the Holders Company if after giving effect thereto, the aggregate Liquidation Preference of CPS Securitiesthe Preference Shares outstanding immediately thereafter would be less than Twenty million U.S. dollars (U.S. $20,000,000)). (g) Upon a complete redemption of all Preferred Stock Preference Shares held by the Custodial Trust prior to a Fixed Fixed-Rate Distribution Event, the Custodial Trust shall apply the Redemption Proceeds to the purchase of a portfolio of Eligible Assets. (h) For the avoidance of doubt, there is no limitation on the number of times MBIA Insurance the Company may put the Preferred Stock Preference Shares to the Custodial Trust and no limitation on the number of times the Company may redeem Preference Shares, in each case pursuant to and in accordance with the terms of this Agreement. (i) MBIA Insurance may Following a Fixed-Rate Distribution Event, the Company shall not redeem the Preferred Stock from the holders thereof Preference Shares for a period of two years following a Fixed Rate Distribution Eventthereafter.