RECEIPT OF SUCH DOCUMENTS BY
THE CUSTODIAL SECURITIES INTERMEDIARY 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 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;
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(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