Common use of Sale of Collateral Debt Securities Clause in Contracts

Sale of Collateral Debt Securities. (a) Except as otherwise expressly permitted or required by this Indenture, the Issuer will not sell or otherwise dispose of any Collateral Debt Security. Notwithstanding the above, subject to satisfaction of any applicable conditions in Section 10.9, so long as (A) no Event of Default has occurred and is continuing and (B) on or prior to the trade date for such sale the Collateral Manager has certified to the Trustee that each of the conditions applicable to such sale set forth below has been satisfied, the Collateral Manager on behalf of the Issuer acting pursuant to the Collateral Management Agreement may, but shall not be obligated to, elect to sell any of the following securities and, if the Collateral Manager so elects to sell any of the following securities, shall direct the Trustee in writing to sell, and the Trustee shall sell in the manner directed by the Collateral Manager in writing (which writing shall specify whether such security is a Defaulted Security, Credit Risk Security or Equity Security, if applicable, or whether such security is otherwise permitted to be sold pursuant to this Section 12.1(a)): (i) any Defaulted Security at any time; (ii) any Credit Risk Security at any time; and (iii) any Equity Security at any time; provided, that (i) no Defaulted Security Credit Risk Security or Equity Security may be disposed of for the primary purpose of recognizing gains or decreasing losses resulting from market value changes and (ii) Standard & Poor’s and Moody’s shall be given written notice thereof promptly following any such sale. (b) The Issuer will, (i) at the direction of a Majority-in-Interest of the Preferred Shareholders sell any Equity Security within 30 days after such request therefor by a Majority-in-Interest of the Preferred Shareholders (or within 30 days of such later date as such security or other consideration may first be sold in accordance with its terms and applicable law); and (ii) sell any other security or other consideration received in an exchange pursuant to Section 6.16 that is not a Collateral Debt Security or an Eligible Investment within one year after the Issuer’s receipt thereof (or within one year of such later date as such security or other consideration may first be sold in accordance with its terms and applicable law). (c) In connection with an Auction Call Redemption the Trustee may sell any Collateral Debt Security without regard to the foregoing limitations in Section 12.1(a) (except for the limitation that no Defaulted Security, Credit Risk Security or Equity Security be disposed of for the primary purpose of recognizing gains or decreasing losses resulting from market value changes), and after the Issuer has notified the Trustee of an Optional Redemption or a Tax 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) in connection with an Auction Call Redemption, Optional Redemption or Tax Redemption, 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(a) and (b), and upon any such sale the Trustee shall release such Collateral Debt Security pursuant to Section 10.8; (ii) in connection with an Auction Call Redemption, Optional Redemption or Tax Redemption, 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(c) unless

Sale of Collateral Debt Securities. (a) Except as otherwise expressly permitted or required by this Indenture, the Issuer will not sell or otherwise dispose of any Collateral Debt Security. Notwithstanding the above, subject to satisfaction of any applicable conditions in Section 10.9, so long as (A) no Event of Default has occurred and is continuing and (B) on or prior to the trade date for such sale the Collateral Manager has certified to the Trustee that each of the conditions applicable to such sale set forth below has been satisfied, the Collateral Manager on behalf of the Issuer acting pursuant to the Collateral Management Agreement may, but shall not be obligated to, elect to sell any of the following securities and, if the Collateral Manager so elects to sell any of the following securities, shall direct the Trustee in writing to sell, and the Trustee shall sell in the manner directed by the Collateral Manager in writing (which writing shall specify whether such security is a Defaulted Security, Credit Risk Security or Equity Security, if applicable, or whether such security is otherwise permitted to be sold pursuant to this Section 12.1(a)): (i) any Defaulted Security at any time; (ii) any Credit Risk Security at any time; and (iii) any Equity Security at any time; provided, that (i) no Defaulted Security Credit Risk Security or Equity Security may be disposed of for the primary purpose of recognizing gains or decreasing losses resulting from market value changes and (ii) Standard & Poor’s, Moody’s and Moody’s Fitch shall be given written notice thereof promptly following any such sale. (b) The Issuer will, (i) at the direction of a Majority-in-Interest of the Preferred Shareholders sell any Equity Security within 30 days after such request therefor by a Majority-in-Interest of the Preferred Shareholders (or within 30 days of such later date as such security or other consideration may first be sold in accordance with its terms and applicable law); and (ii) sell any other security or other consideration received in an exchange pursuant to Section 6.16 that is not a Collateral Debt Security or an Eligible Investment within one year after the Issuer’s receipt thereof (or within one year of such later date as such security or other consideration may first be sold in accordance with its terms and applicable law). (c) In connection with an Auction Call Redemption the Trustee may sell any Collateral Debt Security without regard to the foregoing limitations in Section 12.1(a) (except for the limitation that no Defaulted Security, Credit Risk Security or Equity Security be disposed of for the primary purpose of recognizing gains or decreasing losses resulting from market value changes), and after the Issuer has notified the Trustee of an Optional Redemption or a Tax 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) in connection with an Auction Call Redemption, Optional Redemption or Tax Redemption, 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(a) and (b), and upon any such sale the Trustee shall release such Collateral Debt Security pursuant to Section 10.8; (ii) in connection with an Auction Call Redemption, Optional Redemption or Tax Redemption, 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(c) unless

Sale of Collateral Debt Securities. (a) Except as otherwise expressly permitted or required by this Indenture, the Issuer will not sell or otherwise dispose of any Collateral Debt Security. Notwithstanding the above, subject to satisfaction of any applicable conditions in Section 10.9, so long as (A) no Event of Default has occurred and is continuing and (B) on or prior Subject to the trade date for such sale the Collateral Manager has certified to the Trustee that each satisfaction of the conditions applicable to such sale set forth below has been satisfiedspecified in Section 4.08 as applicable, if the Collateral Manager Advisor, on behalf of the Issuer acting Issuer, pursuant to the Collateral Management Agreement may, but shall not be obligated to, elect to sell any of the following securities and, if the Collateral Manager so elects to sell any of the following securitiesthis Section 6.01 and Section 6.02, shall direct the Trustee in writing Collateral Agent to sellsell any Defaulted Security, and Equity Security, Credit Risk Security, Written Down Security or Withholding Tax Security, the Trustee Collateral Agent shall sell in the manner directed by the Collateral Manager in writing (which writing shall specify whether such security is a Advisor, any Defaulted Security, Equity Security, Credit Risk Security, Written Down Security or Equity Withholding Tax Security, if applicable, or whether such security is otherwise permitted to be sold pursuant to this Section 12.1(a)): (i) any Defaulted Security at any time; (ii) any Credit Risk Security at any time; and (iii) any Equity Security at any time; provided, that (i) no Defaulted Security Credit Risk Security or Equity Security may be disposed of for the primary purpose of recognizing gains or decreasing losses resulting from market value changes and (ii) Standard & Poor’s and Moody’s shall be given written notice thereof promptly following any such sale. (b) The Issuer will, (i) A Defaulted Security, a Credit Risk Security, a Written Down Security, a Withholding Tax Security or an Equity Security may be sold at any time. In addition, if a Collateral Debt Security that is a Defaulted Security is not sold within one year of such Collateral Debt Security becoming a Defaulted Security, the direction of a Majority-in-Interest Collateral Advisor, on behalf of the Preferred Shareholders sell any Equity Issuer, shall use its best efforts to effect the sale of such Collateral Debt Security within 30 days after such request therefor by a Majority-in-Interest of the Preferred Shareholders (or within 30 days of on such later date as such security or other consideration Collateral Debt Security may first be sold in accordance with its terms and with applicable law); andprovided, however, that the Collateral Advisor may hold Defaulted Securities up to three (3) years after such securities become Defaulted Securities as long as the total amount of such securities does not exceed 5% of the CDS Principal Balance and any amount over such 5% limit shall be sold within one (1) year. (iic) sell Any Equity Security must be sold within ninety (90) days after receipt and any other security or other consideration Equity Security which constitutes Margin Stock must be sold within forty-five (45) days after receipt. Notwithstanding the foregoing, Equity Securities that are received in an exchange pursuant to Section 6.16 that is not a Collateral Debt Security or an Eligible Investment upon the exercise of convertible bonds must be sold within one year after the Issuer’s five (5) Business Days of receipt thereof (or within one year five (5) Business Days of such later date as such security or other consideration Equity Security may first be sold in accordance with its terms and applicable law). (cd) In connection with an the event of a Redemption or Auction Call Redemption Redemption, the Trustee may Collateral Advisor shall direct the Collateral Agent to sell any Collateral Debt Security Securities without regard to the foregoing limitations in Section 12.1(a) (except for the limitation limitations; provided that no Defaulted Security, Credit Risk Security or Equity Security be disposed of for the primary purpose of recognizing gains or decreasing losses resulting from market value changes), and after the Issuer has notified the Trustee of an Optional Redemption or a Tax 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) in connection with an Auction Call Redemption, Optional Redemption or Tax Redemption, the Sale Proceeds therefrom must and other amounts available therefor will be used at least sufficient to pay certain expenses expenses, including all amounts due under any Hedge Agreements, and redeem all of in whole the Notes in whole but not in part pursuant at the applicable Redemption Prices; and provided, further, that such Sale Proceeds are used to Sections 9.1(a) and (b), and upon any make such sale the Trustee shall release such Collateral Debt Security pursuant to Section 10.8; (ii) in connection with an a Redemption or Auction Call Redemption, Optional Redemption or Tax Redemption, the Issuer may not direct the Trustee to . (e) The Collateral Advisor shall sell (and the Trustee shall not be required to release) a any Collateral Debt Security pursuant to this Section 12.1(c) unless6.01 only at a price that, in its judgment, is not substantially less than the market value of such Collateral Debt Security at the time of such sale.

Sale of Collateral Debt Securities. (a) Except as otherwise expressly permitted or required by this Indenture, the Issuer will not sell or otherwise dispose of any Collateral Debt Security. Notwithstanding the above, subject to satisfaction of any applicable conditions in Section 10.9, so long as (A) no Event of Default has occurred and is continuing and (B) on or prior to the trade date for such sale the Collateral Manager has certified to the Trustee that each of the conditions applicable to such sale set forth below has been satisfied, the Collateral Manager on behalf of the Issuer acting pursuant to the Collateral Management Agreement may, but shall not be obligated to, elect to sell any of the following securities and, if the Collateral Manager so elects to sell any of the following securities, shall direct the Trustee in writing to sell, and the Trustee shall sell in the manner directed by the Collateral Manager in writing (which writing shall specify whether such security is a Defaulted Security, Credit Risk Security or Equity Security, if applicable, or whether such security is otherwise permitted to be sold pursuant to this Section 12.1(a)): (i) any Defaulted Security at any time; (ii) any Credit Risk Security at any time; and (iii) any Equity Security at any time; provided, that (i) no Defaulted Security Credit Risk Security or Equity Security may be disposed of for the primary purpose of recognizing gains or decreasing losses resulting from market value changes and (ii) Standard & Poor’s and Moody’s shall be given written notice thereof promptly following any such sale. (b) The Issuer will, (i) at the direction of a Majority-in-Interest of the Preferred Shareholders sell any Equity Security within 30 days after such request therefor by a Majority-in-Interest of the Preferred Shareholders (or within 30 days of such later date as such security or other consideration may first be sold in accordance with its terms and applicable law); and (ii) sell any other security or other consideration received in an exchange pursuant to Section 6.16 that is not a Collateral Debt Security or an Eligible Investment within one year after the Issuer’s receipt thereof (or within one year of such later date as such security or other consideration may first be sold in accordance with its terms and applicable law). (c) In connection with an Auction Call Redemption the Trustee may sell any Collateral Debt Security without regard to the foregoing limitations in Section 12.1(a) (except for the limitation that no Defaulted Security, Credit Risk Security or Equity Security be disposed of for the primary purpose of recognizing gains or decreasing losses resulting from market value changes), and after the Issuer has notified the Trustee of an Optional Redemption or a Tax 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) in connection with an Auction Call Redemption, Optional Redemption or Tax Redemption, 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(a) and (b), and upon any such sale the Trustee shall release such Collateral Debt Security pursuant to Section 10.8; (ii) in connection with an Auction Call Redemption, Optional Redemption or Tax Redemption, 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(c) unless

Sale of Collateral Debt Securities. (a) Except as otherwise expressly permitted or required by this IndentureAgreement, the Issuer will not sell or otherwise dispose of any Collateral Debt Security. Notwithstanding the above, subject to satisfaction of any applicable conditions in Section 10.9; provided that, so long as (A) no Event of Default has occurred and is continuing and (B) on or prior to the trade date for such sale the Collateral Manager has certified to the Trustee Investor Agent that each of the conditions applicable to such sale set forth below has been satisfied, the Collateral Manager on behalf of the Issuer acting pursuant to the Collateral Management Agreement may, but shall not be obligated to, elect to may sell any of the following securities and, if the Collateral Manager so elects to sell any of the following securities, shall direct the Trustee in writing to sell, and the Trustee shall sell in the manner directed by the Collateral Manager in writing (which writing shall specify whether such security is a Defaulted Security, Credit Risk Security or Equity Security, if applicable, or whether such security is otherwise permitted to be sold pursuant to this Section 12.1(a)):for Cash: (i) any Defaulted Security at any time; (ii) any Credit Risk Security at any time; and; (iii) any Equity Credit Improved Security at any time; and (iv) any Collateral Debt Security that is not a Defaulted Security, Credit Risk Security or Credit Improved Security at any time; provided, that any sale by the Issuer of such a Collateral Debt Security for an amount less than the Purchase Price minus any amount of principal received by the Issuer with respect thereto since the date of purchase shall require the prior written consent of the Investor Agent. The proceeds of Collateral Debt Securities pursuant to the preceding subclauses (i) no Defaulted Security Credit Risk Security through (iv) shall be deposited in the Collateral Account. Notwithstanding anything in this Section 7.1 to the contrary, but without limiting the following paragraph, the Issuer shall not acquire or Equity Security may be disposed dispose of any Collateral Debt Securities for the primary purpose of recognizing market gains or decreasing losses resulting from market value changes losses. In addition and notwithstanding anything to the contrary in this Agreement (ii) Standard & Poor’s other than the following paragraph), the Investor Agent may, at any time or times after the Reinvestment Period, direct the timing and Moody’s shall be given written notice thereof promptly following any such sale. (b) The Issuer will, (i) at the direction method of a Majority-in-Interest liquidation of the Preferred Shareholders sell Collateral (or any Equity Security within 30 days after such request therefor by a Majority-in-Interest portion thereof) upon notice to the Issuer and the Collateral Manager if (x) the sum of the Preferred Shareholders Market Values of all Collateral Debt Securities and Cash and Eligible Investments representing Principal Proceeds divided by (y) the outstanding principal amount of the Advances and the Swingline Advances is less than 115%. In addition and notwithstanding anything to the contrary in this Agreement, the Collateral Manager may, at any time or times after the Reinvestment Period, direct the timing and method of liquidation of the Collateral (or within 30 days any portion thereof) upon notice to the Issuer and the Investor Agent if the outstanding principal amount of such later date as such security or other consideration may first be sold in accordance with the Advances and the Swingline Advances is less than $20,000,000. Each of the Investors and the Swingline Investor authorizes the Investor Agent to release its terms and applicable law); and (ii) sell any other security or other consideration received in an exchange pursuant to Section 6.16 that is not a Collateral Debt Security or an Eligible Investment within one year after the Issuer’s receipt thereof (or within one year of such later date as such security or other consideration may first be sold in accordance with its terms and applicable law). (c) In connection with an Auction Call Redemption the Trustee may sell Lien on any Collateral Debt Security without regard to the foregoing limitations in Section 12.1(a) (except for the limitation that no Defaulted Security, Credit Risk Security sold or Equity Security be disposed of for the primary purpose of recognizing gains or decreasing losses resulting from market value changes), and after the Issuer has notified the Trustee of an Optional Redemption or a Tax 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) in connection with an Auction Call Redemption, Optional Redemption or Tax Redemption, 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(a) and (b), and upon any such sale the Trustee shall release such Collateral Debt Security pursuant to Section 10.8; (ii) in connection with an Auction Call Redemption, Optional Redemption or Tax Redemption, 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(c) unlessFinancing Documents.

Sale of Collateral Debt Securities. (a) Except as otherwise expressly permitted or required by this Indenture, the Issuer will not sell or otherwise dispose of any Collateral Debt Security. Notwithstanding the above, subject to satisfaction of any applicable conditions in Section 10.9, so long as (A) no Event of Default has occurred and is continuing and (B) on or prior Subject to the trade date for such sale the Collateral Manager has certified to the Trustee that each satisfaction of the conditions applicable to such sale set forth below has been satisfiedspecified in Section 4.08 as applicable, if the Collateral Manager Advisor, on behalf of the Issuer acting Issuer, pursuant to the Collateral Management Agreement may, but shall not be obligated to, elect to sell any of the following securities and, if the Collateral Manager so elects to sell any of the following securitiesthis Section 6.01 and Section 6.02, shall direct the Trustee in writing to sellsell any Temporary Ramp-Up Security, and Defaulted Security, Equity Security, Credit Risk Security, Written Down Security or Withholding Tax Security, the Trustee shall sell in the manner directed by the Collateral Manager Advisor, any Temporary Ramp-Up Security, Defaulted Security, Equity Security, Credit Risk Security, Written Down Security or Withholding Tax Security. (b) During the Ramp-Up Period, and in writing any event, no later than the Effective Date, the Collateral Advisor shall direct the Issuer to sell or otherwise dispose of all Temporary Ramp-Up Securities. Sale Proceeds received with respect to Temporary Ramp-Up Securities shall be reinvested only in Ramp-Up Collateral Debt Securities that are Fixed Rate Collateral Debt Securities, provided that any Sale Proceeds received with respect to Temporary Ramp-Up Securities that are not reinvested in Fixed Rate Collateral Debt Securities, other than not more than U.S.$500,000 of such Sale Proceeds that may be reinvested in Substitute Collateral Debt Securities that are not Fixed Rate Collateral Debt Securities, shall be treated as Collateral Principal Collections and shall be applied by the Issuer to the making of payments on the Notes, subject to and in accordance with the Priority of Payments, on the Payment Date immediately following the Effective Date. (which writing c) The Collateral Advisor shall specify whether direct the Issuer to sell or otherwise dispose of any Collateral Debt Security that is an Equity Security as soon as practicable after such security Collateral Debt Security becomes an Equity Security. The Collateral Advisor may direct the Issuer to sell or otherwise dispose of all or a portion of any Collateral Debt Security that is a Defaulted Security, Credit Risk a Written Down Security or Equity a Withholding Tax Security, if applicable, or whether such security is otherwise permitted to be sold pursuant to this Section 12.1(a)): ; provided that the Collateral Advisor shall have (i) any certified that such Collateral Debt Security is a Defaulted Security at any time; (ii) any Credit Risk Security at any time; and (iii) any Equity Security at any time; providedSecurity, that (i) no Defaulted Security Credit Risk a Written Down Security or Equity a Withholding Tax Security may be disposed of for the primary purpose of recognizing gains or decreasing losses resulting from market value changes and (ii) Standard & Poor’s and Moody’s shall be given written notice thereof promptly declared within five (5) Business Days following any such sale. (b) The Issuer will, (i) at the direction of a Majority-in-Interest of the Preferred Shareholders sell any Equity Security within 30 days after such request therefor by a Majority-in-Interest of the Preferred Shareholders (or within 30 days of such later date as such security or other consideration may first be sold in accordance with its terms and applicable law); and (ii) sell any other security or other consideration received in an exchange pursuant to Section 6.16 that is not a Collateral Debt Security or an Eligible Investment within one year after the Issuer’s receipt thereof (or within one year of such later date as such security or other consideration may first be sold in accordance with its terms and applicable law). (c) In connection with an Auction Call Redemption the Trustee may sell any Collateral Debt Security without regard to the foregoing limitations in Section 12.1(a) (except for the limitation that no becoming a Defaulted Security, Credit Risk a Written Down Security or Equity a Withholding Tax Security be disposed whether it has elected to direct the Issuer to sell or otherwise dispose of all or a specified portion of such Collateral Debt Security. No such sale or other disposition is permitted for the primary purpose of recognizing gains or decreasing losses resulting from market value changes), and after or if the Issuer has notified the Trustee of an Optional Redemption or a Tax Redemption in accordance with Section 9.2, the Collateral Manager on behalf Advisor believes that any such sale or other disposition would not result in the reduction or withdrawal of the Issuer acting pursuant to then-current rating on any Class of Rated Notes by any Rating Agency. If the Collateral Management Agreement may at any time Advisor elects to direct the Trustee in writing Issuer to sellsell or otherwise dispose of any Defaulted Security, Written Down Security or Withholding Tax Security as described above, such Collateral Debt Security (or specified portion thereof) is required to be sold or otherwise disposed of within twelve (12) months following such election. If the Collateral Advisor does not elect within such five (5) Business Days to direct the Issuer to sell or otherwise dispose of any Defaulted Security, Written Down Security or Withholding Tax Security, such Collateral Debt Security shall not be sold or otherwise disposed of and shall remain part of the Trustee shall sell in the manner directed Collateral. Any decision by the Collateral Manager in writing, Advisor to sell or not to sell any Collateral Debt Security within five (5) Business Days of such Collateral Debt Security first becoming either a Defaulted Security or a Written Down Security or a Withholding Tax Security shall not thereafter be changed by the Collateral Advisor or the Issuer for any reason. (d) The Collateral Advisor may direct the Issuer to sell or otherwise dispose of all or any portion of any Collateral Debt Security that is a Credit Risk Security; provided that the Collateral Advisor shall have (i) certified that a Credit Risk Event has occurred and (ii) declared within five (5) Business Days following the occurrence of any such Credit Risk Event that it has elected to direct the Issuer to sell or otherwise dispose of all or a portion of such Collateral Debt Security. No such sale or other disposition is permitted for the primary purpose of recognizing gains or decreasing losses resulting from market value changes, or if the Issuer or the Collateral Advisor believes that any such sale or other disposition would result in the reduction or withdrawal of the then-current rating on any Class of Rated Notes by any Rating Agency. If the Collateral Advisor elects to direct the Issuer to sell or otherwise dispose of any Credit Risk Security as described above, such Collateral Debt Security is required to be sold or otherwise disposed of as soon as reasonably practicable and in any event within 30 days following such election. If the Collateral Advisor does not elect within such five (5) Business Days following any Credit Risk Event to direct the Issuer to sell or otherwise dispose of any Collateral Debt Security, such Credit Risk Security shall not be sold or otherwise disposed of and shall remain part of the Collateral, unless a subsequent Credit Risk Event occurs with respect to such Collateral Debt Security and the Collateral Advisor shall have made the certifications and declarations described above. (e) In the event of a Redemption or Auction Call Redemption, the Collateral Advisor shall direct the Trustee to sell Collateral Debt Securities without regard to the foregoing limitations in Section 12.1(a)limitations; provided, that: (i) in connection with an Auction Call Redemption, Optional Redemption or Tax Redemption, provided that the Sale Proceeds therefrom must and other amounts available therefor will be used at least sufficient to pay certain expenses expenses, including all amounts due under any Hedge Agreements, and redeem all of the Notes redeem, in whole but not in part pursuant part, the Notes at the applicable Redemption Prices; and provided, further, that such Sale Proceeds are used to Sections 9.1(a) and (b), and upon any make such sale the Trustee shall release such Collateral Debt Security pursuant to Section 10.8; (ii) in connection with an a Redemption or Auction Call Redemption, Optional Redemption or Tax Redemption, the Issuer may not direct the Trustee to . (f) The Collateral Advisor shall sell (and the Trustee shall not be required to release) a any Collateral Debt Security pursuant to this Section 12.1(c6.01 only at a price that, in its judgment, is not substantially less than the market value of such Collateral Debt Security at the time of such sale. (g) unlessAny Sale Proceeds not reinvested in accordance with Article VI shall be Collateral Principal Collections and shall be applied by the Issuer to the making of payments on the Notes, subject to and in accordance with the Priority of Payments.