THE FILING OF A PETITION IN BANKRUPTCY AGAINST THE
ISSUER FOR THE NONPAYMENT TO THE COLLATERAL MANAGER OF ANY AMOUNTS DUE IT
HEREUNDER EXCEPT IN ACCORDANCE WITH SECTION 18 HEREOF AND, SUBJECT TO THE
PROVISIONS OF SECTION 12, TO CONTINUE TO SERVE AS COLLATERAL MANAGER.
IF THIS
AGREEMENT IS TERMINATED PURSUANT TO SECTION 12 HEREOF OR OTHERWISE, THE ACCRUED
FEES PAYABLE TO THE COLLATERAL MANAGER SHALL BE PRORATED FOR ANY PARTIAL PERIODS
BETWEEN THE PAYMENT DATES DURING WHICH THIS AGREEMENT WAS IN EFFECT AND SHALL BE
DUE AND PAYABLE ON THE FIRST PAYMENT DATE FOLLOWING THE DATE OF SUCH
TERMINATION, TOGETHER WITH ALL EXPENSES PAYABLE TO THE COLLATERAL MANAGER IN
ACCORDANCE WITH SECTION 6 HEREOF, AND SUBJECT TO THE PROVISIONS OF THE INDENTURE
AND THE PRIORITY OF PAYMENTS.
8.
NON-EXCLUSIVITY.
NOTHING HEREIN SHALL PREVENT THE COLLATERAL
MANAGER OR ANY OF ITS AFFILIATES OR ANY OF THEIR OFFICERS OR DIRECTORS FROM
ENGAGING IN ANY OTHER BUSINESSES OR PROVIDING INVESTMENT MANAGEMENT, ADVISORY OR
ANY OTHER TYPES OF SERVICES TO ANY PERSONS, INCLUDING THE ISSUER, THE TRUSTEE
AND THE NOTEHOLDERS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW;
PROVIDED, HOWEVER, THAT THE COLLATERAL MANAGER MAY NOT TAKE ANY OF THE FOREGOING
ACTIONS WHICH THE COLLATERAL MANAGER KNOWS OR REASONABLY SHOULD KNOW WOULD
REQUIRE
11
THE ISSUER OR THE POOL OF ASSETS TO REGISTER AS AN "INVESTMENT COMPANY" UNDER
THE INVESTMENT COMPANY ACT.
9.
CONFLICTS OF INTEREST.
(A)
AFTER (BUT EXCLUDING) THE CLOSING DATE AND THE SALES BY AFFILIATES
OF THE COLLATERAL MANAGER OF COLLATERAL DEBT SECURITIES TO THE ISSUER ON THE
CLOSING DATE (AND EXCEPT IN THE CASE OF PERMITTED CASH PURCHASES, SALES OF
PROPERTY OR SECURITIES IN ACCORDANCE WITH THE ORIGINATION AGREEMENT AND SALES OF
ASSETS PURSUANT TO AN AUCTION IN CONNECTION WITH AN AUCTION CALL REDEMPTION OR
IN CONNECTION WITH A REDEMPTION OF THE NOTES PURSUANT TO ARTICLE 9 OF THE
INDENTURE), THE COLLATERAL MANAGER SHALL NOT CAUSE THE ISSUER TO ENTER INTO ANY
TRANSACTION WITH THE COLLATERAL MANAGER OR ANY OF ITS AFFILIATES AS PRINCIPAL,
UNLESS THE APPLICABLE TERMS AND CONDITIONS SET FORTH IN SECTION 1 AND SECTION
3(B) ARE COMPLIED WITH.
(B)
THE COLLATERAL MANAGER SHALL PERFORM ITS OBLIGATIONS HEREUNDER IN
ACCORDANCE WITH THE REQUIREMENTS OF THE ADVISERS ACT AND THE INDENTURE.
THE
ISSUER ACKNOWLEDGES THAT (I) THE COLLATERAL MANAGER AND/OR ITS AFFILIATES WILL
ACQUIRE ON THE CLOSING DATE 100% OF THE CLASS J NOTES, THE CLASS K NOTES, THE
CLASS L NOTES, THE CLASS M NOTES, THE CLASS N NOTES, THE CLASS P NOTES AND THE
PREFERRED SHARES, (II) AFFILIATES OF THE COLLATERAL MANAGER WILL SELL COLLATERAL
DEBT SECURITIES TO THE ISSUER ON OR PRIOR TO THE CLOSING DATE AND (III) THE
COLLATERAL MANAGER, ITS AFFILIATES AND FUNDS OR ACCOUNTS FOR WHICH THE
COLLATERAL MANAGER OR ITS AFFILIATES ACTS AS INVESTMENT ADVISER MAY AT TIMES OWN
NOTES OF ONE OR MORE ADDITIONAL CLASSES.
AFTER THE CLOSING DATE, THE COLLATERAL
MANAGER AGREES TO PROVIDE THE TRUSTEE WITH WRITTEN NOTICE UPON THE ACQUISITION
OR TRANSFER (AFTER, BUT EXCLUDING, THE