INTEREST AT LIBOR IN EFFECT FOR THE APPLICABLE INTEREST
ACCRUAL PERIOD COMPUTED ON AN ACTUAL 360-DAY BASIS.
ANY ACCRUED AND UNPAID
SUBORDINATE COLLATERAL MANAGEMENT FEE THAT IS DEFERRED DUE TO THE OPERATION OF
THE PRIORITY OF PAYMENTS SHALL ACCRUE INTEREST AT LIBOR IN EFFECT FOR THE
APPLICABLE INTEREST ACCRUAL PERIOD ON AN ACTUAL 360-DAY BASIS.
NOTWITHSTANDING
ANY OTHER PROVISION HEREOF, THE AGGREGATE AMOUNT OF ALL ACCRUED BUT UNPAID
SUBORDINATE COLLATERAL MANAGEMENT FEE PAYABLE ON THE FINAL PAYMENT DATE OR, IF
EARLIER, FOLLOWING THE WINDING UP OF THE ISSUER SHALL BE EQUAL TO THE LESSER OF
(A) THE NOMINAL AMOUNT THEREOF AND (B) THE AMOUNT AVAILABLE FOR PAYMENT UNDER
THE PRIORITY OF
10
PAYMENTS. THE COLLATERAL MANAGER HEREBY AGREES NOT TO CAUSE 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 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 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), THE COLLATERAL
MANAGER WILL 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 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