COLLATERAL MANAGER BREACHES IN ANY MATERIAL RESPECT ANY
PROVISION OF THIS AGREEMENT OR ANY MATERIAL TERMS OF THE INDENTURE APPLICABLE TO
THE COLLATERAL MANAGER AND FAILS TO CURE SUCH BREACH WITHIN NINETY (90) DAYS
AFTER THE FIRST TO OCCUR OF (A) NOTICE OF SUCH FAILURE IS GIVEN TO THE
COLLATERAL MANAGER OR (B) THE COLLATERAL MANAGER HAVING ACTUAL KNOWLEDGE OF SUCH
BREACH;
(III)
THE COLLATERAL MANAGER (A) CEASES TO BE ABLE TO, OR ADMITS IN
WRITING THE COLLATERAL MANAGER'S INABILITY TO, PAY THE COLLATERAL MANAGER'S
DEBTS WHEN AND AS THEY BECOME DUE, (B) FILES, OR CONSENTS BY ANSWER OR OTHERWISE
TO THE FILING AGAINST THE COLLATERAL MANAGER OF, A PETITION FOR RELIEF OR
REORGANIZATION OR ARRANGEMENT OR ANY OTHER PETITION IN BANKRUPTCY, FOR
LIQUIDATION OR TAKES ADVANTAGE OF ANY BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR OTHER SIMILAR LAW OF ANY JURISDICTION, (C) MAKES AN ASSIGNMENT FOR
THE BENEFIT OF THE COLLATERAL MANAGER'S CREDITORS, (D) CONSENTS TO THE
APPOINTMENT OF A CUSTODIAN, RECEIVER, TRUSTEE OR OTHER OFFICER WITH SIMILAR
POWERS WITH RESPECT TO THE COLLATERAL MANAGER OR WITH RESPECT TO ANY SUBSTANTIAL
PART OF THE COLLATERAL MANAGER'S PROPERTY OR (E) IS ADJUDICATED AS INSOLVENT OR
TO BE LIQUIDATED;
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(IV)
THE OCCURRENCE OF AN ACT BY THE COLLATERAL MANAGER OR ANY OF ITS
AFFILIATES THAT CONSTITUTES FRAUD OR CRIMINAL ACTIVITY IN THE PERFORMANCE OF ITS
OBLIGATIONS UNDER THIS AGREEMENT OR THE INDICTMENT OF THE COLLATERAL MANAGER OR
ANY OF ITS RESPECTIVE OFFICERS OR DIRECTORS FOR A CRIMINAL OFFENSE INVOLVING AN
INVESTMENT OR INVESTMENT-RELATED BUSINESS, FRAUD, FALSE STATEMENTS OR OMISSIONS,
WRONGFUL TAKING OF PROPERTY, BRIBERY, FORGERY, COUNTERFEITING OR EXTORTION;
(V)
THE FAILURE OF ANY REPRESENTATION, WARRANTY, CERTIFICATE OR
STATEMENT OF THE COLLATERAL MANAGER IN OR PURSUANT TO THIS AGREEMENT OR THE
INDENTURE TO BE CORRECT IN ANY MATERIAL RESPECT AND (X) SUCH FAILURE HAS (OR
COULD REASONABLY BE EXPECTED TO HAVE) A MATERIAL ADVERSE EFFECT ON THE
NOTEHOLDERS, THE ISSUER OR THE CO-ISSUER AND (Y) IF SUCH FAILURE CAN BE CURED,
NO CORRECTION IS MADE FOR FORTY-FIVE (45) DAYS AFTER THE COLLATERAL MANAGER
BECOMES AWARE OF SUCH FAILURE OR RECEIVES NOTICE THEREOF IN WRITING FROM THE
TRUSTEE;
(VI)
THE OCCURRENCE AND CONTINUATION OF ANY OF THE EVENTS OF DEFAULT
DESCRIBED IN SECTIONS 5.1(A) OR 5.1(B) OF THE INDENTURE;
(VII)
SO LONG AS THE CLASS A-1 NOTES ARE THE CONTROLLING CLASS, THE
CLASS A/B PAR VALUE IS LESS THAN 101.87% ON ANY MEASUREMENT DATE; OR
(VIII)
THE COLLATERAL MANAGER CONSOLIDATES OR AMALGAMATES WITH, OR MERGES
WITH OR INTO, OR TRANSFERS ALL OR SUBSTANTIALLY ALL ITS ASSETS TO, ANOTHER
PERSON AND EITHER (A) AT THE TIME OF SUCH CONSOLIDATION, AMALGAMATION, MERGER OR
TRANSFER, THE RESULTING, SURVIVING OR TRANSFEREE PERSON FAILS TO OR CANNOT
ASSUME ALL THE OBLIGATIONS OF THE COLLATERAL MANAGER UNDER THIS AGREEMENT OR
(B) THE RESULTING, SURVIVING OR TRANSFEREE PERSON LACKS THE LEGAL CAPACITY TO
PERFORM THE OBLIGATIONS OF THE COLLATERAL MANAGER HEREUNDER AND UNDER THE
INDENTURE.
The Collateral Manager shall notify the Trustee, the Rating Agencies and the
Issuer in writing