IF DISCLOSURE SHALL BE GIVEN TO, AND CONSENT OBTAINED FROM, THE
ADVISORY COMMITTEE.
FOR AVOIDANCE OF DOUBT, IT IS HEREBY UNDERSTOOD AND AGREED
BY THE PARTIES HERETO THAT NO DISCLOSURE TO, OR CONSENT OF, THE ADVISORY
COMMITTEE SHALL BE REQUIRED WITH RESPECT TO CREDIT RISK/DEFAULTED SECURITY 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.
NOTWITHSTANDING THE FOREGOING, TO THE EXTENT
SUCH PROVISIONS ARE DETERMINED NOT TO SATISY THE REQUIREMENTS OF THE ADVISERS
ACT, THE COLLATERAL MANAGER SHALL TAKE SUCH ACTIONS IN CONNECTION WITH ANY
RELATED PARTY TRADE AS WILL SATISFY THE REQUIREMENTS OF SECTION 206(3) OF THE
ADVISERS ACT.
4.
REPRESENTATIONS AND WARRANTIES OF THE
ISSUER.
THE ISSUER REPRESENTS AND WARRANTS TO THE COLLATERAL MANAGER THAT:
(A)
THE ISSUER (I) HAS BEEN DULY INCORPORATED
AND REGISTERED AS AN EXEMPTED COMPANY AND IS VALIDLY EXISTING UNDER THE LAWS OF
THE CAYMAN ISLANDS, (II) HAS FULL POWER AND AUTHORITY TO OWN THE ISSUER'S ASSETS
AND THE SECURITIES PROPOSED TO BE OWNED BY THE ISSUER AND INCLUDED AMONG THE
ASSETS AND TO TRANSACT THE BUSINESS FOR WHICH THE ISSUER WAS ORGANIZED, AND
(III) IS DULY QUALIFIED UNDER THE LAWS OF EACH JURISDICTION WHERE THE ISSUER'S
OWNERSHIP OR LEASE OF PROPERTY OR THE CONDUCT OF THE ISSUER'S BUSINESS REQUIRES
OR THE PERFORMANCE OF THE ISSUER'S OBLIGATIONS UNDER THIS AGREEMENT AND THE
INDENTURE WOULD REQUIRE SUCH QUALIFICATION, EXCEPT FOR FAILURES TO BE SO
QUALIFIED THAT WOULD NOT IN THE AGGREGATE HAVE A MATERIAL ADVERSE EFFECT ON THE
BUSINESS, OPERATIONS, ASSETS OR FINANCIAL CONDITION OF THE ISSUER OR THE ABILITY
OF THE ISSUER TO PERFORM ITS OBLIGATIONS UNDER, OR ON THE VALIDITY OR
ENFORCEABILITY OF, THIS AGREEMENT AND THE
7
INDENTURE; THE ISSUER HAS FULL POWER AND AUTHORITY TO EXECUTE, DELIVER AND
PERFORM THE ISSUER'S OBLIGATIONS HEREUNDER AND THEREUNDER; THIS AGREEMENT AND
THE INDENTURE HAVE BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY THE ISSUER
AND CONSTITUTE LEGAL, VALID AND BINDING AGREEMENTS ENFORCEABLE AGAINST THE
ISSUER IN ACCORDANCE WITH THEIR TERMS EXCEPT THAT THE ENFORCEABILITY THEREOF MAY
BE SUBJECT TO (I) BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM,
RECEIVERSHIP, CONSERVATORSHIP OR OTHER SIMILAR LAWS NOW OR HEREAFTER IN EFFECT
RELATING TO CREDITORS' RIGHTS AND (II) GENERAL PRINCIPLES OF EQUITY (REGARDLESS
OF WHETHER SUCH ENFORCEMENT IS CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW);
(B)
NO CONSENT, APPROVAL, AUTHORIZATION OR ORDER
OF OR DECLARATION OR FILING WITH ANY GOVERNMENT, GOVERNMENTAL INSTRUMENTALITY OR
COURT OR OTHER PERSON IS REQUIRED FOR THE PERFORMANCE BY THE ISSUER OF ITS
DUTIES HEREUNDER OR UNDER THE INDENTURE, EXCEPT THOSE THAT MAY BE REQUIRED UNDER
STATE SECURITIES OR "BLUE SKY" LAWS OR THE APPLICABLE LAWS OF ANY JURISDICTION
OUTSIDE OF THE UNITED STATES, AND SUCH AS HAVE BEEN DULY MADE OR OBTAINED;
(C)
NEITHER THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT OR THE INDENTURE NOR THE PERFORMANCE BY