INVESTMENTS WHICH THE
COLLATERAL MANAGER DETERMINES IN THE REASONABLE EXERCISE OF THE COLLATERAL
MANAGER'S BUSINESS JUDGMENT IS IN THE BEST INTERESTS OF THE NOTEHOLDERS IN
ACCORDANCE WITH AND AS PERMITTED BY THE TERMS OF THE INDENTURE;
(F)
CONSULTING WITH THE RATING AGENCIES AT
SUCH TIMES AS MAY BE REASONABLY REQUESTED BY THE RATING AGENCIES AND PROVIDING
TO THE RATING AGENCIES ANY INFORMATION REASONABLY REQUESTED IN CONNECTION WITH
THE RATING AGENCIES' MAINTENANCE OF THEIR RATINGS OF THE NOTES AND THEIR
ASSIGNING CREDIT INDICATORS TO PROSPECTIVE COLLATERAL DEBT SECURITIES, IF
APPLICABLE;
(G)
DETERMINING WHETHER SPECIFIC COLLATERAL DEBT
SECURITIES ARE CREDIT RISK SECURITIES, DEFAULTED SECURITIES OR WRITTEN DOWN
SECURITIES AND DETERMINING WHETHER SUCH COLLATERAL DEBT SECURITIES, AND ANY
OTHER COLLATERAL DEBT SECURITIES THAT ARE PERMITTED OR REQUIRED TO BE SOLD
PURSUANT TO THE INDENTURE, SHOULD BE SOLD, AND DIRECTING THE TRUSTEE TO EFFECT A
DISPOSITION OF ANY SUCH COLLATERAL DEBT SECURITIES, SUBJECT TO AND IN ACCORDANCE
WITH THE INDENTURE;
(H)
(I) MONITORING THE ASSETS ON AN ONGOING
BASIS AND (II) PROVIDING OR CAUSING TO BE PROVIDED TO THE ISSUER AND/OR THE
OTHER APPLICABLE PARTIES SPECIFIED IN THE INDENTURE ALL REPORTS, SCHEDULES AND
CERTIFICATES WHICH RELATE TO THE ASSETS AND WHICH THE ISSUER IS REQUIRED TO
PREPARE AND DELIVER UNDER THE INDENTURE, WHICH ARE NOT PREPARED AND DELIVERED BY
THE TRUSTEE ON BEHALF OF THE ISSUER UNDER THE INDENTURE, IN THE FORM AND
CONTAINING ALL INFORMATION REQUIRED THEREBY (INCLUDING, IN THE CASE OF THE
MONTHLY REPORTS AND THE NOTE VALUATION REPORTS, PROVIDING TO THE TRUSTEE THE
INFORMATION AS SPECIFIED IN SECTIONS 10.9(C) AND 10.9(E) OF THE INDENTURE IN
SUFFICIENT TIME FOR THE TRUSTEE TO PREPARE THE MONTHLY REPORTS AND THE NOTE
VALUATION REPORTS) AND, IF APPLICABLE, IN SUFFICIENT TIME FOR THE ISSUER TO
REVIEW SUCH REQUIRED REPORTS AND SCHEDULES AND TO DELIVER THEM TO THE PARTIES
ENTITLED THERETO UNDER THE INDENTURE;
(I)
MANAGING THE ISSUER'S INVESTMENTS IN
ACCORDANCE WITH THE INDENTURE, INCLUDING THE LIMITATIONS RELATING TO THE
ELIGIBILITY CRITERIA, THE COVERAGE TESTS, THE COLLATERAL QUALITY TESTS, THE
REINVESTMENT CRITERIA AND THE OTHER REQUIREMENTS OF THE INDENTURE, AND TAKING
ANY ACTION THAT THE COLLATERAL MANAGER DEEMS APPROPRIATE AND CONSISTENT WITH THE
INDENTURE, THE COLLATERAL MANAGER SERVICING STANDARD AND THE STANDARD OF CARE
SET FORTH HEREIN WITH RESPECT TO ANY PORTION OF THE ASSETS THAT DOES NOT
CONSTITUTE COLLATERAL DEBT SECURITIES OR ELIGIBLE INVESTMENTS;
(J)
MONITORING ALL HEDGE AGREEMENTS AND
DETERMINING WHETHER AND WHEN THE ISSUER SHOULD EXERCISE ANY RIGHTS AVAILABLE
UNDER ANY HEDGE AGREEMENT, AND CAUSING THE ISSUER
2
TO ENTER INTO ADDITIONAL OR REPLACEMENT HEDGE AGREEMENTS OR TERMINATING (IN PART
OR IN WHOLE) EXISTING HEDGE AGREEMENTS, IN EACH CASE IN ACCORDANCE WITH THE
INDENTURE;
(K)
PROVIDING NOTIFICATION PROMPTLY, IN
WRITING, TO THE TRUSTEE AND THE ISSUER UPON RECEIVING ACTUAL NOTICE THAT A
COLLATERAL DEBT SECURITY IS SUBJECT TO AN OFFER OR HAS BECOME A DEFAULTED
SECURITY, A WRITTEN DOWN SECURITY OR A CREDIT RISK SECURITY;
(L)
PROVIDING NOTIFICATION PROMPTLY, IN
WRITING, TO THE TRUSTEE AND THE ISSUER UPON BECOMING ACTUALLY AWARE OF A