HAVE REASONABLY
DETERMINED TO BE NECESSARY OR APPROPRIATE FOR THE ADMINISTRATION OF SUCH
COLLATERAL DEBT SECURITY HEREUNDER OR UNDER THE COLLATERAL MANAGEMENT AGREEMENT
OR FOR THE PROTECTION OF THE SECURITY INTEREST OF THE TRUSTEE UNDER THIS
INDENTURE;
(III)
IN CONNECTION WITH ANY DELIVERY OF DOCUMENTS TO THE CUSTODIAL
SECURITIES INTERMEDIARY PURSUANT TO CLAUSES (I) AND (II) ABOVE, THE TRUSTEE
SHALL DELIVER TO THE COLLATERAL MANAGER, ON BEHALF OF THE ISSUER, A TRUST
RECEIPT IN THE FORM OF EXHIBIT K ACKNOWLEDGING THE 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
130
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 TWENTY (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;
(III)
THE ISSUER HAS ACQUIRED ITS OWNERSHIP IN SUCH ASSETS IN GOOD FAITH
WITHOUT