AND THAT IT IS HOLDING SUCH DOCUMENTS
SUBJECT TO THE TERMS OF THIS INDENTURE;
(IV)
FROM TIME TO TIME UPON REQUEST OF THE COLLATERAL MANAGER, THE CUSTODIAL
SECURITIES INTERMEDIARY SHALL, UPON DELIVERY BY THE COLLATERAL MANAGER OF A DULY
COMPLETED REQUEST FOR RELEASE IN THE FORM OF EXHIBIT L HERETO, RELEASE TO THE
COLLATERAL MANAGER SUCH OF THE UNDERLYING INSTRUMENTS THEN IN ITS CUSTODY AS THE
COLLATERAL MANAGER REASONABLY SO REQUESTS.
BY SUBMISSION OF ANY SUCH REQUEST
FOR RELEASE, THE COLLATERAL MANAGER SHALL BE DEEMED TO HAVE REPRESENTED AND
WARRANTED THAT IT HAS DETERMINED, IN ACCORDANCE WITH THE COLLATERAL MANAGER
SERVICING STANDARD, THAT THE REQUESTED RELEASE IS NECESSARY FOR ONE OR MORE OF
THE PURPOSES DESCRIBED IN CLAUSE (II) ABOVE.
THE COLLATERAL MANAGER SHALL
RETURN TO THE CUSTODIAL SECURITIES INTERMEDIARY EACH UNDERLYING INSTRUMENT
RELEASED FROM CUSTODY PURSUANT TO THIS CLAUSE (IV) WITHIN TWENTY
120
(20) BUSINESS DAYS OF RECEIPT THEREOF (EXCEPT SUCH UNDERLYING INSTRUMENTS AS ARE
RELEASED IN CONNECTION WITH A SALE, EXCHANGE OR OTHER DISPOSITION, IN EACH CASE
ONLY AS PERMITTED UNDER THIS INDENTURE, OF THE RELATED COLLATERAL DEBT SECURITY
THAT IS CONSUMMATED WITHIN SUCH 20-DAY PERIOD).
NOTWITHSTANDING THE FOREGOING
PROVISIONS OF THIS CLAUSE (IV), (A) ANY NOTE, CERTIFICATE OR OTHER INSTRUMENT
EVIDENCING A PLEDGED COLLATERAL DEBT SECURITY SHALL BE RELEASED ONLY FOR THE
PURPOSE OF (1) A SALE, EXCHANGE OR OTHER DISPOSITION OF SUCH PLEDGED COLLATERAL
DEBT SECURITY THAT IS PERMITTED IN ACCORDANCE WITH THE TERMS OF THIS INDENTURE
OR (2) PRESENTATION, COLLECTION, RENEWAL OR REGISTRATION OF TRANSFER OF SUCH
COLLATERAL DEBT SECURITY AND (B) THE CUSTODIAL SECURITIES INTERMEDIARY MAY
REFUSE TO HONOR ANY REQUEST FOR RELEASE FOLLOWING THE OCCURRENCE OF AN EVENT OF
DEFAULT UNDER THIS INDENTURE.
(E)
AS OF THE CLOSING DATE (WITH RESPECT TO THE ASSETS) AND EACH DATE ON
WHICH AN ASSET IS ACQUIRED (ONLY WITH RESPECT TO THE ASSET SO ACQUIRED) THE
ISSUER REPRESENTS AND WARRANTS AS FOLLOWS:
(I)
THIS INDENTURE CREATES A VALID AND CONTINUING SECURITY INTEREST (AS
DEFINED IN THE UCC) IN THE ASSETS IN FAVOR OF THE TRUSTEE FOR THE BENEFIT OF THE
NOTEHOLDERS AND EACH HEDGE COUNTERPARTY, WHICH SECURITY INTEREST IS PRIOR TO ALL
OTHER LIENS, AND IS ENFORCEABLE AS SUCH AGAINST CREDITORS OF AND PURCHASERS FROM
THE ISSUER;
(II)
THE ISSUER OWNS AND HAS GOOD AND MARKETABLE TITLE TO SUCH ASSETS FREE
AND CLEAR OF ANY LIEN, CLAIM OR ENCUMBRANCE OF ANY PERSON;
(III)
IN THE CASE OF EACH ASSET, THE ISSUER HAS ACQUIRED ITS OWNERSHIP IN
SUCH ASSET IN GOOD FAITH WITHOUT NOTICE OF ANY ADVERSE CLAIM AS DEFINED IN
SECTION 8-102(A)(1) OF THE UCC AS IN EFFECT ON THE DATE HEREOF;
(IV)
OTHER THAN THE SECURITY INTEREST GRANTED TO THE TRUSTEE FOR THE BENEFIT
OF THE NOTEHOLDERS AND EACH HEDGE COUNTERPARTY PURSUANT TO THIS INDENTURE, THE
ISSUER HAS NOT, PLEDGED, ASSIGNED, SOLD, GRANTED A SECURITY INTEREST IN, OR
OTHERWISE CONVEYED ANY OF THE ASSETS;
(V)
THE ISSUER HAS NOT AUTHORIZED THE FILING OF AND IS NOT AWARE OF ANY
FINANCING STATEMENTS AGAINST THE ISSUER THAT