Common use of Manager Representations Clause in Contracts

Manager Representations. Manager hereby represents and warrants to Trading Advisor as follows: (a) Manager has authority to enter into this Agreement on behalf of each the Trust and each Series and has the discretion to appoint Trading Advisor to provide the services contemplated hereby and the individual executing and delivering this Agreement for and on behalf of Manager is legally competent and has full power and authority to do so on behalf of Manager; (b) Manager has taken all necessary actions under the laws applicable to the Manager and/or the Trust, and pursuant to any contract by which it is or they are bound, to effect the appointment of the Trading Advisor; (c) Manager is duly organized and validly existing under the laws of the state of its organization, with full power and authority to enter into and perform its obligations under this Agreement and to conduct its business; the performance by Manager of its obligations under this Agreement will not violate the terms or provisions of, or constitute a default under, the organizational and operational documents of Manager or any other agreement to which Manager is a party or by which it is bound; (d) As necessary under applicable law, Manager is registered as a CPO with the CFTC, and is a member of the National Futures Association (“NFA”), or other equivalent regulatory organizations and such registrations and memberships, if applicable, have not expired or been revoked, suspended, terminated, or not renewed, or limited or qualified in any respect; (e) Manager is familiar with the speculative nature of commodity interest trading and its high degree of risk and acknowledges that the Trust might sustain substantial losses which may be far in excess of the Trust’s funds on deposit in an Account; and (f) The Trust is not an “investment company” registered or required to be registered under the Investment Company Act of 1940, and none of the Commodity Interests or other property traded in the Account will constitute “securities” for purposes of the Investment Advisers Act of 1940 (“Advisers Act”), such that it will cause either the Manager or the Trading Advisor to fall within the definition of an “investment adviser” under the Advisers Act.

Manager Representations. The Manager hereby represents and warrants to Trading Advisor as follows: (a) Manager has authority to enter into this Agreement on behalf of each the Trust Owner, the Indenture Trustee and each Series and has the discretion to appoint Trading Advisor to provide the services contemplated hereby and the individual executing and delivering this Agreement for and on behalf of Enhancer that: 8.1.1 The Manager is legally competent and has full power and authority to do so on behalf of Manager; (b) Manager has taken all necessary actions under the laws applicable to the Manager and/or the Trust, and pursuant to any contract by which it is or they are bound, to effect the appointment of the Trading Advisor; (c) Manager is a corporation duly organized and validly existing under the laws of the state State of Delaware and is duly qualified and is authorized to do business and is in good standing (or its equivalent) in all jurisdictions where it is required by Applicable Law to be so qualified (or its equivalent) and has all licenses, permits, charters and registrations necessary for the operation of its organizationcontainer management business, with full except for any such jurisdiction where the failure to be so qualified or for any licenses the failure to hold which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 8.1.2 The Manager has the requisite power and authority to enter into and perform its obligations under this Agreement, and all requisite corporate authorizations have been given for it to enter into this Agreement and to perform all the matters envisaged hereby, this Agreement has been duly executed and delivered and constitutes the valid, legally binding and enforceable obligation of the Manager, subject to bankruptcy, insolvency, moratorium, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. 8.1.3 The Manager has not breached its certificate of incorporation or by-laws or any other agreement to which it is a party or by which it is bound in the course of conduct of its business; business and corporate affairs and has not breached any applicable laws and regulations, except for such breaches which would not have a materially adverse effect on the Manager’s ability to perform its obligations under this Agreement. 8.1.4 There are no Proceedings or investigations to which the Manager or any of its Affiliates is a party pending or, to the Manager’s knowledge, threatened, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (A) asserting the invalidity of this Agreement or any other Transaction Document, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document or (C) seeking any determination or ruling that is reasonably likely to materially and adversely affect the performance by the Manager of its obligations under under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a party. 8.1.5 The execution, delivery and performance of the transactions contemplated by and the fulfillment of the terms of this Agreement and the other Transaction Documents will not violate conflict with, result in any breach of any of the terms or and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the organizational and operational documents of Manager the Manager, or any material term of any indenture, agreement, mortgage, deed of trust, or other agreement instrument to which Manager is a party or by which it is bound; (d) As necessary under applicable law, Manager is registered as a CPO with or result in the CFTCcreation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, and is a member agreement, mortgage, deed of the National Futures Association (“NFA”)trust, or other equivalent regulatory organizations and such registrations and memberships, if applicable, have not expired or been revoked, suspended, terminatedinstrument, or not renewedviolate any law or any order, rule, or limited regulation applicable to Manager of any court or qualified of any federal or state regulatory body, administrative agency, or other Governmental Authority having jurisdiction over Manager or any of its properties, in each case, other than any conflict, breach, default, Lien, or violation that would not reasonably be expected to result in a Material Adverse Change. 8.1.6 The Manager shall take all actions as may be necessary to perform the Issuer’s obligations under Section 604 of the Indenture. 8.1.7 The Manager will fulfill all of its obligations as lessor under any Lease Agreement to which a Managed Container is subject except where any such nonfulfillment would not reasonably be expected to materially and adversely affect the rights of the Owner under such Lease. The Manager shall use commercially reasonable efforts to perform all of the Owner’s duties and obligations under the Transaction Documents to which the Owner is a party; provided, however, that nothing contained herein shall be construed as an express or implied guaranty by the Manager of the Notes or any other Outstanding Obligation incurred by the Owner. 8.1.8 Promptly, but in any respect; case within seven (e7) Business Days of an Authorized Officer becoming aware of a Manager Default, Early Amortization Event or an Event of Default, and which, in each case, has not been waived in writing by the Requisite Global Majority, the Manager shall deliver to the Owner, the Administrative Agent, the Indenture Trustee and each Series Enhancer a written notice describing the nature of such event and period of existence and, in the case of a Manager Default, the action the Manager is familiar taking or proposed to take with respect thereto. 8.1.9 Since December 31, 2007, there has been no Material Adverse Change in the speculative nature of commodity interest trading and its high degree of risk and acknowledges that the Trust might sustain substantial losses which may be far in excess financial condition of the Trust’s funds on deposit in an Account; andManager. 8.1.10 The Manager will operate the Managed Containers so as not knowingly cause a violation of the Trading With the Enemy Act (f50 U.S.C. § 1 et seq., as amended) The Trust is (the “Trading With the Enemy Act”) or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (the “Foreign Assets Control Regulations”) or any enabling legislation or executive order relating thereto (which for the avoidance of doubt shall include, but shall not an be limited to (a) Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the “investment company” registered or required Executive Order”) and (b) the Uniting and Strengthening America by Providing Appropriate Tools Required to be registered under the Investment Company Intercept and Obstruct Terrorism Act of 19402001 (Public Law 107-56)). Furthermore, and none of the Commodity Interests Manager or other property traded its Affiliates (i) is or will become a “blocked person” as described in the Account Executive Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations or (ii) engages or will constitute engage in any dealings or transactions, or be otherwise associated, with any such “securities” blocked person.” 8.1.11 The credit and collection policy used by the Manager as in effect on the Closing Date (which policy also addresses the criteria under which a lessee is allowed to self-insure for purposes property and liability risks) is attached as Exhibit C hereto. The credit and collection policy used by the Manager is subject to modification from time to time at the discretion of the Investment Advisers Act of 1940 (Manager. The “Advisers Act”), such that it will cause either Credit and Collection Policy” shall mean the credit and collection policy used by the Manager or as modified by the Trading Advisor Manager from time to fall within the definition of an “investment adviser” under the Advisers Acttime.

Manager Representations. The Manager hereby represents and warrants to Trading Advisor as follows: (a) Manager has authority to enter into this Agreement on behalf of each the Trust Owner, the Indenture Trustee and each Series and has the discretion to appoint Trading Advisor to provide the services contemplated hereby and the individual executing and delivering this Agreement for and on behalf of Enhancer that: 8.1.1 The Manager is legally competent and has full power and authority to do so on behalf of Manager; (b) Manager has taken all necessary actions under the laws applicable to the Manager and/or the Trust, and pursuant to any contract by which it is or they are bound, to effect the appointment of the Trading Advisor; (c) Manager is a corporation duly organized and validly existing organized under the laws of the state State of its organization, with full Delaware; 8.1.2 The Manager has the requisite power and authority to enter into and perform its obligations under this Agreement, and all requisite corporate authorizations have been given for it to enter into this Agreement and to conduct its business; perform all the performance by Manager of its obligations under matters envisaged hereby, this Agreement will has been duly executed and delivered and constitutes the valid, legally binding and enforceable obligation of the Manager, subject to bankruptcy, insolvency, moratorium, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; 8.1.3 The Manager has not violate the terms breached its certificate of incorporation or provisions of, or constitute a default under, the organizational and operational documents of Manager by-laws or any other agreement to which Manager it is a party or by which it is boundbound in the course of conduct of its business and corporate affairs and has not breached any applicable laws and regulations, except for such breaches which would not have a materially adverse effect on the Manager's ability to perform its obligations under this Agreement; 8.1.4 There are no Proceedings or investigations to which the Manager or any of its Affiliates is a party pending or, to the Manager's knowledge, threatened, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (dA) As asserting the invalidity of this Agreement or any other Transaction Document, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document or (C) seeking any determination or ruling that is reasonably likely to materially and adversely affect the performance by the Manager of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a party; 8.1.5 The Manager will comply, in all material respects, with all acts, rules, regulations, orders, decrees and directions of any governmental authority that are applicable to the Lease Agreements and the Managed Containers or any part thereof except for any noncompliance which would not reasonably be expected to result in a Material Adverse Change; provided, however, that the Manager may contest any act, rule, regulation, order, decree or direction in any reasonable manner which shall not materially and adversely affect the rights of the Noteholders or any Series Enhancer (if such Series Enhancer is then the Control Party for a Series of Outstanding Notes) in the Lease Agreements and the Managed Containers; and provided, further, that such contests shall be in good faith by appropriate proceedings and as to which adequate reserves in accordance with GAAP have been established, but only so long as such proceedings shall not, individually or in the aggregate, subject any Series Enhancer, any Noteholder or Indenture Trustee to any civil or criminal liability or involve any risk of loss of any Collateral. 8.1.6 The Manager shall take all actions as may be necessary to perform the Issuer's obligations under applicable lawSection 604 of the Indenture. 8.1.7 The Manager will fulfill all of its obligations as lessor under any Lease Agreement to which a Managed Container is subject except where any such nonfulfillment would not reasonably be expected to materially and adversely affect the rights of the Owner under such Lease. The Manager shall use commercially reasonable efforts to perform all of the Owner's duties and obligations under the Transaction Documents to which the Owner is a party; provided, however, that nothing contained herein shall be construed as an express or implied guaranty by the Manager of the Notes or any other Outstanding Obligation incurred by the Owner. 8.1.8 Promptly, but in any case within five (5) Business Days of becoming aware of a Manager Default, Early Amortization Event or an Event of Default, and which, in each case, has not been waived in writing by the Requisite Global Majority, the Manager shall deliver to the Owner and the Indenture Trustee a written notice describing the nature of such event and period of existence and, in the case of a Manager Default, the action the Manager is registered as a CPO taking or proposed to take with respect thereto. 8.1.9 Since March 31, 2005, there has been no Material Adverse Change in the CFTC, and is a member financial condition of the National Futures Association Manager. 8.1.10 The Manager will operate the Managed Containers so as not knowingly cause a violation of the Trading With the Enemy Act (“NFA”)50 U.S.C. Section 1 et seq., as amended) (the "Trading With the Enemy Act") or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (the "Foreign Assets Control Regulations") or any enabling legislation or executive order relating thereto (which for the avoidance of doubt shall include, but shall not be limited to (a) Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or other equivalent regulatory organizations Support Terrorism (66 Fed. Reg. 49079 (2001)) (the "Executive Order") and such registrations (b) the Uniting and memberships, if applicable, have not expired or been revoked, suspended, terminated, or not renewed, or limited or qualified in any respect; (e) Manager is familiar with the speculative nature of commodity interest trading Strengthening America by Providing Appropriate Tools Required to Intercept and its high degree of risk and acknowledges that the Trust might sustain substantial losses which may be far in excess of the Trust’s funds on deposit in an Account; and (f) The Trust is not an “investment company” registered or required to be registered under the Investment Company Obstruct Terrorism Act of 19402001 (Public Law 107-56)). Furthermore, and none of the Commodity Interests Manager or other property traded its Affiliates (i) is or will become a "blocked person" as described in the Account Executive Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations or (ii) engages or will constitute “securities” engage in any dealings or transactions, or be otherwise associated, with any such "blocked person." 8.1.11 The credit and collection policy used by the Manager as in effect on the Initial Closing Date (which policy also addresses the criteria under which a lessee is allowed to self-insure for purposes property and liability risks) is attached as Exhibit C hereto. The credit and collection policy used by the Manager is subject to modification from time to time at the discretion of the Investment Advisers Act of 1940 (“Advisers Act”), such that it will cause either Manager. The "Credit and Collection Policy" shall mean the credit and collection policy used by the Manager or as modified by the Trading Advisor Manager from time to fall within the definition of an “investment adviser” under the Advisers Acttime.

Manager Representations. The Manager hereby represents and warrants to Trading Advisor as follows: (a) Manager has authority to enter into this Agreement the Owner and the Indenture Trustee on behalf of each the Trust Closing Date and each Series and has the discretion to appoint Trading Advisor to provide the services contemplated hereby and the individual executing and delivering this Agreement for and on behalf of Issuance Date that: 8.1.1 The Manager is legally competent and has full power and authority to do so on behalf of Manager; (b) Manager has taken all necessary actions under the laws applicable to the Manager and/or the Trust, and pursuant to any contract by which it is or they are bound, to effect the appointment of the Trading Advisor; (c) Manager is a corporation duly organized and validly existing under the laws of the state State of Delaware and is duly qualified and is authorized to do business and is in good standing (or its equivalent) in all jurisdictions where it is required by Applicable Law to be so qualified (or its equivalent) and has all licenses, permits, charters and registrations necessary for the operation of its organizationcontainer management business, with full except for any such jurisdiction where the failure to be so qualified or for any licenses the failure to hold which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 8.1.2 The Manager has the requisite power and authority to enter into and perform its obligations under this Agreement, and all requisite corporate authorizations have been given for it to enter into this Agreement and to perform all the matters envisaged hereby, this Agreement has been duly executed and delivered and constitutes the valid, legally binding and enforceable obligation of the Manager, subject to bankruptcy, insolvency, moratorium, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. 8.1.3 The Manager has not breached its certificate of incorporation or by-laws or any other agreement to which it is a party or by which it is bound in the course of conduct of its business; business and corporate affairs and has not breached any applicable laws and regulations, except for such breaches which would not have a materially adverse effect on the Manager’s ability to perform its obligations under this Agreement. 8.1.4 There are no Proceedings or investigations to which the Manager or any of its Affiliates is a party pending or, to the Manager’s knowledge, threatened, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (A) asserting the invalidity of this Agreement or any other Transaction Document, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document or (C) seeking any determination or ruling that is reasonably likely to materially and adversely affect the performance by the Manager of its obligations under under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a party. 8.1.5 The execution, delivery and performance of the transactions contemplated by and the fulfillment of the terms of this Agreement and the other Transaction Documents will not violate conflict with, result in any breach of any of the terms or and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the organizational and operational documents of Manager the Manager, or any material term of any indenture, agreement, mortgage, deed of trust, or other agreement instrument to which Manager is a party or by which it is bound; (d) As necessary under applicable law, Manager is registered as a CPO with or result in the CFTCcreation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, and is a member agreement, mortgage, deed of the National Futures Association (“NFA”)trust, or other equivalent regulatory organizations and such registrations and memberships, if applicable, have not expired or been revoked, suspended, terminatedinstrument, or not renewedviolate any law or any order, rule, or limited regulation applicable to Manager of any court or qualified of any federal or state regulatory body, administrative agency, or other Governmental Authority having jurisdiction over Manager or any of its properties, in each case, other than any conflict, breach, default, Lien, or violation that would not reasonably be expected to result in a Material Adverse Change. 8.1.6 The Manager shall take all actions as may be necessary to perform the Issuer’s obligations under Section 604 of the Indenture. 8.1.7 The Manager will fulfill all of its obligations as lessor under any Lease Agreement to which a Managed Container is subject except where any such nonfulfillment would not reasonably be expected to materially and adversely affect the rights of the Owner under such Lease. The Manager shall use commercially reasonable efforts to perform all of the Owner’s duties and obligations under the Transaction Documents to which the Owner is a party; provided, however, that nothing contained herein shall be construed as an express or implied guaranty by the Manager of the Notes or any other Outstanding Obligation incurred by the Owner. 8.1.8 Promptly, but in any respect; case within seven (e7) Business Days of an Authorized Officer becoming aware of a Manager Default, Early Amortization Event or an Event of Default, and which, in each case, has not been waived in writing by the Requisite Global Majority, the Manager shall deliver to the Owner, the Transition Agent and the Indenture Trustee a written notice describing the nature of such event and period of existence and, in the case of a Manager Default, the action the Manager is familiar taking or proposed to take with respect thereto. 8.1.9 Since the speculative nature of commodity interest trading and its high degree of risk and acknowledges that the Trust might sustain substantial losses which may be far in excess date of the Trust’s funds on deposit most audited financial statements of TAL International Group delivered pursuant to Section 625 of the Indenture, there has been no Material Adverse Change in an Account; andthe financial condition of the Manager. 8.1.10 The Manager will operate the Managed Containers so as not knowingly cause a violation of the Trading With the Enemy Act (f50 U.S.C. § 1 et seq., as amended) The Trust is (the “Trading With the Enemy Act”) or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (the “Foreign Assets Control Regulations”) or any enabling legislation or executive order relating thereto (which for the avoidance of doubt shall include, but shall not an be limited to (a) Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the “investment company” registered or required Executive Order”) and (b) the Uniting and Strengthening America by Providing Appropriate Tools Required to be registered under the Investment Company Intercept and Obstruct Terrorism Act of 19402001 (Public Law 107-56)). Furthermore, and none of the Commodity Interests Manager or other property traded its Affiliates (i) is or will become a “blocked person” as described in the Account Executive Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations or (ii) engages or will constitute engage in any dealings or transactions, or be otherwise associated, with any such “securities” blocked person.” 8.1.11 The credit and collection policy used by the Manager as in effect on the Closing Date (which policy also addresses the criteria under which a lessee is allowed to self-insure for purposes property and liability risks) is attached as Exhibit C hereto. The credit and collection policy used by the Manager is subject to modification from time to time at the discretion of the Investment Advisers Act of 1940 (Manager. The “Advisers Act”), such that it will cause either Credit and Collection Policy” shall mean the credit and collection policy used by the Manager or as modified by the Trading Advisor Manager from time to fall within the definition of an “investment adviser” under the Advisers Acttime.

Manager Representations. The Manager hereby represents and warrants to Trading Advisor as follows: (a) Manager has authority to enter into this Agreement on behalf of each the Trust Owner, the Indenture Trustee, the Administrative Agent and each Series and has the discretion to appoint Trading Advisor to provide the services contemplated hereby and the individual executing and delivering this Agreement for and on behalf of Enhancer that: 8.1.1 The Manager is legally competent and has full power and authority to do so on behalf of Manager; (b) Manager has taken all necessary actions under the laws applicable to the Manager and/or the Trust, and pursuant to any contract by which it is or they are bound, to effect the appointment of the Trading Advisor; (c) Manager is a corporation duly organized and validly existing under the laws of the state State of Delaware and is duly qualified and is authorized to do business and is in good standing (or its equivalent) in all jurisdictions where it is required by Applicable Law to be so qualified (or its equivalent) and has all licenses, permits, charters and registrations necessary for the operation of its organizationcontainer management business, with full except for any such jurisdiction where the failure to be so qualified or for any licenses the failure to hold which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 8.1.2 The Manager has the requisite power and authority to enter into and perform its obligations under this Agreement, and all requisite corporate authorizations have been given for it to enter into this Agreement and to perform all the matters envisaged hereby, this Agreement has been duly executed and delivered and constitutes the valid, legally binding and enforceable obligation of the Manager, subject to bankruptcy, insolvency, moratorium, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. 8.1.3 The Manager has not breached its certificate of incorporation or by-laws or any other agreement to which it is a party or by which it is bound in the course of conduct of its business; business and corporate affairs and has not breached any applicable laws and regulations, except for such breaches which would not have a materially adverse effect on the Manager’s ability to perform its obligations under this Agreement. 8.1.4 There are no Proceedings or investigations to which the Manager or any of its Affiliates is a party pending or, to the Manager’s knowledge, threatened, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (A) asserting the invalidity of this Agreement or any other Transaction Document, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document or (C) seeking any determination or ruling that is reasonably likely to materially and adversely affect the performance by the Manager of its obligations under under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a party. 8.1.5 The execution, delivery and performance of the transactions contemplated by and the fulfillment of the terms of this Agreement and the other Transaction Documents will not violate conflict with, result in any breach of any of the terms or and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the organizational and operational documents of Manager the Manager, or any material term of any indenture, agreement, mortgage, deed of trust, or other agreement instrument to which Manager is a party or by which it is bound; (d) As necessary under applicable law, Manager is registered as a CPO with or result in the CFTCcreation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, and is a member agreement, mortgage, deed of the National Futures Association (“NFA”)trust, or other equivalent regulatory organizations and such registrations and memberships, if applicable, have not expired or been revoked, suspended, terminatedinstrument, or not renewedviolate any law or any order, rule, or limited regulation applicable to Manager of any court or qualified of any federal or state regulatory body, administrative agency, or other Governmental Authority having jurisdiction over Manager or any of its properties, in each case, other than any conflict, breach, default, Lien, or violation that would not reasonably be expected to result in a Material Adverse Change. 8.1.6 The Manager shall take all actions as may be necessary to perform the Issuer’s obligations under Section 604 of the Indenture. 8.1.7 The Manager will fulfill all of its obligations as lessor under any Lease Agreement to which a Managed Container is subject except where any such nonfulfillment would not reasonably be expected to materially and adversely affect the rights of the Owner under such Lease. The Manager shall use commercially reasonable efforts to perform all of the Owner’s duties and obligations under the Transaction Documents to which the Owner is a party; provided, however, that nothing contained herein shall be construed as an express or implied guaranty by the Manager of the Notes or any other Outstanding Obligation incurred by the Owner. 8.1.8 Promptly, but in any respect; case within seven (e7) Business Days of an Authorized Officer becoming aware of a Manager Default, Early Amortization Event or an Event of Default, and which, in each case, has not been waived in writing by the Requisite Global Majority, the Manager shall deliver to the Owner, the Administrative Agent, the Indenture Trustee and each Series Enhancer a written notice describing the nature of such event and period of existence and, in the case of a Manager Default, the action the Manager is familiar taking or proposed to take with respect thereto. 8.1.9 Since December 31, 2008, there has been no Material Adverse Change in the speculative nature of commodity interest trading and its high degree of risk and acknowledges that the Trust might sustain substantial losses which may be far in excess financial condition of the Trust’s funds on deposit in an Account; andManager. 8.1.10 The Manager will operate the Managed Containers so as not knowingly cause a violation of the Trading With the Enemy Act (f50 U.S.C. § 1 et seq., as amended) The Trust is (the “Trading With the Enemy Act”) or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (the “Foreign Assets Control Regulations”) or any enabling legislation or executive order relating thereto (which for the avoidance of doubt shall include, but shall not an be limited to (a) Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the “investment company” registered or required Executive Order”) and (b) the Uniting and Strengthening America by Providing Appropriate Tools Required to be registered under the Investment Company Intercept and Obstruct Terrorism Act of 19402001 (Public Law 107-56)). Furthermore, and none of the Commodity Interests Manager or other property traded its Affiliates (i) is or will become a “blocked person” as described in the Account Executive Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations or (ii) engages or will constitute engage in any dealings or transactions, or be otherwise associated, with any such “securities” blocked person.” 8.1.11 The credit and collection policy used by the Manager as in effect on the Closing Date (which policy also addresses the criteria under which a lessee is allowed to self-insure for purposes property and liability risks) is attached as Exhibit C hereto. The credit and collection policy used by the Manager is subject to modification from time to time at the discretion of the Investment Advisers Act of 1940 (Manager. The “Advisers Act”), such that it will cause either Credit and Collection Policy” shall mean the credit and collection policy used by the Manager or as modified by the Trading Advisor Manager from time to fall within the definition of an “investment adviser” under the Advisers Acttime.

Manager Representations. The Manager hereby represents and warrants to Trading Advisor as follows: (a) Manager has authority to enter into this Agreement on behalf of each the Trust Owner, the Indenture Trustee and each Series and has the discretion to appoint Trading Advisor to provide the services contemplated hereby and the individual executing and delivering this Agreement for and on behalf of Enhancer that: 8.1.1 The Manager is legally competent and has full power and authority to do so on behalf of Manager; (b) Manager has taken all necessary actions under the laws applicable to the Manager and/or the Trust, and pursuant to any contract by which it is or they are bound, to effect the appointment of the Trading Advisor; (c) Manager is a corporation duly organized and validly existing under the laws of the state State of Delaware and is duly qualified and is authorized to do business and is in good standing (or its equivalent) in all jurisdictions where it is required by Applicable Law to be so qualified (or its equivalent) and has all licenses, permits, charters and registrations necessary for the operation of its organizationcontainer management business, with full except for any such jurisdiction where the failure to be so qualified or for any licenses the failure to hold which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 8.1.2 The Manager has the requisite power and authority to enter into and perform its obligations under this Agreement, and all requisite corporate authorizations have been given for it to enter into this Agreement and to perform all the matters envisaged hereby, this Agreement has been duly executed and delivered and constitutes the valid, legally binding and enforceable obligation of the Manager, subject to bankruptcy, insolvency, moratorium, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. 8.1.3 The Manager has not breached its certificate of incorporation or by-laws or any other agreement to which it is a party or by which it is bound in the course of conduct of its business; business and corporate affairs and has not breached any applicable laws and regulations, except for such breaches which would not have a materially adverse effect on the Manager’s ability to perform its obligations under this Agreement. 8.1.4 There are no Proceedings or investigations to which the Manager or any of its Affiliates is a party pending or, to the Manager’s knowledge, threatened, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (A) asserting the invalidity of this Agreement or any other Transaction Document, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document or (C) seeking any determination or ruling that is reasonably likely to materially and adversely affect the performance by the Manager of its obligations under under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a party. 8.1.5 The execution, delivery and performance of the transactions contemplated by and the fulfillment of the terms of this Agreement and the other Transaction Documents will not violate conflict with, result in any breach of any of the terms or and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the organizational and operational documents of Manager the Manager, or any material term of any indenture, agreement, mortgage, deed of trust, or other agreement instrument to which Manager is a party or by which it is bound; (d) As necessary under applicable law, Manager is registered as a CPO with or result in the CFTCcreation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, and is a member agreement, mortgage, deed of the National Futures Association (“NFA”)trust, or other equivalent regulatory organizations and such registrations and memberships, if applicable, have not expired or been revoked, suspended, terminatedinstrument, or not renewedviolate any law or any order, rule, or limited regulation applicable to Manager of any court or qualified of any federal or state regulatory body, administrative agency, or other Governmental Authority having jurisdiction over Manager or any of its properties, in each case, other than any conflict, breach, default, Lien, or violation that would not reasonably be expected to result in a Material Adverse Change. 8.1.6 The Manager shall take all actions as may be necessary to perform the Issuer’s obligations under Section 604 of the Indenture. 8.1.7 The Manager will fulfill all of its obligations as lessor under any Lease Agreement to which a Managed Container is subject except where any such nonfulfillment would not reasonably be expected to materially and adversely affect the rights of the Owner under such Lease. The Manager shall use commercially reasonable efforts to perform all of the Owner’s duties and obligations under the Transaction Documents to which the Owner is a party; provided, however, that nothing contained herein shall be construed as an express or implied guaranty by the Manager of the Notes or any other Outstanding Obligation incurred by the Owner. 8.1.8 Promptly, but in any respect; case within seven (e7) Business Days of an Authorized Officer becoming aware of a Manager Default, Early Amortization Event or an Event of Default, and which, in each case, has not been waived in writing by the Requisite Global Majority, the Manager shall deliver to the Owner, the Transition Agent, the Indenture Trustee and each Series Enhancer a written notice describing the nature of such event and period of existence and, in the case of a Manager Default, the action the Manager is familiar taking or proposed to take with respect thereto. 8.1.9 Since December 31, 2009, there has been no Material Adverse Change in the speculative nature of commodity interest trading and its high degree of risk and acknowledges that the Trust might sustain substantial losses which may be far in excess financial condition of the Trust’s funds on deposit in an Account; andManager. 8.1.10 The Manager will operate the Managed Containers so as not knowingly cause a violation of the Trading With the Enemy Act (f50 U.S.C. § 1 et seq., as amended) The Trust is (the “Trading With the Enemy Act”) or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (the “Foreign Assets Control Regulations”) or any enabling legislation or executive order relating thereto (which for the avoidance of doubt shall include, but shall not an be limited to (a) Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the “investment company” registered or required Executive Order”) and (b) the Uniting and Strengthening America by Providing Appropriate Tools Required to be registered under the Investment Company Intercept and Obstruct Terrorism Act of 19402001 (Public Law 107-56)). Furthermore, and none of the Commodity Interests Manager or other property traded its Affiliates (i) is or will become a “blocked person” as described in the Account Executive Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations or (ii) engages or will constitute engage in any dealings or transactions, or be otherwise associated, with any such “securities” blocked person.” 8.1.11 The credit and collection policy used by the Manager as in effect on the Closing Date (which policy also addresses the criteria under which a lessee is allowed to self-insure for purposes property and liability risks) is attached as Exhibit C hereto. The credit and collection policy used by the Manager is subject to modification from time to time at the discretion of the Investment Advisers Act of 1940 (Manager. The “Advisers Act”), such that it will cause either Credit and Collection Policy” shall mean the credit and collection policy used by the Manager or as modified by the Trading Advisor Manager from time to fall within the definition of an “investment adviser” under the Advisers Acttime.

Manager Representations. The Manager hereby represents and warrants to Trading Advisor as follows: (a) Manager has authority to enter into this Agreement on behalf of each the Trust Owner, the Indenture Trustee and each Series and has the discretion to appoint Trading Advisor to provide the services contemplated hereby and the individual executing and delivering this Agreement for and on behalf of Enhancer that: 8.1.1 The Manager is legally competent and has full power and authority to do so on behalf of Manager; (b) Manager has taken all necessary actions under the laws applicable to the Manager and/or the Trust, and pursuant to any contract by which it is or they are bound, to effect the appointment of the Trading Advisor; (c) Manager is a corporation duly organized and validly existing under the laws of the state State of Delaware and is duly qualified and is authorized to do business and is in good standing (or its equivalent) in all jurisdictions where it is required by Applicable Law to be so qualified (or its equivalent) and has all licenses, permits, charters and registrations necessary for the operation of its organizationcontainer management business, with full except for any such jurisdiction where the failure to be so qualified or for any licenses the failure to hold which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 8.1.2 The Manager has the requisite power and authority to enter into and perform its obligations under this Agreement, and all requisite corporate authorizations have been given for it to enter into this Agreement and to perform all the matters envisaged hereby, this Agreement has been duly executed and delivered and constitutes the valid, legally binding and enforceable obligation of the Manager, subject to bankruptcy, insolvency, moratorium, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. 8.1.3 The Manager has not breached its certificate of incorporation or by-laws or any other agreement to which it is a party or by which it is bound in the course of conduct of its business; business and corporate affairs and has not breached any applicable laws and regulations, except for such breaches which would not have a materially adverse effect on the Manager's ability to perform its obligations under this Agreement. 8.1.4 There are no Proceedings or investigations to which the Manager or any of its Affiliates is a party pending or, to the Manager's knowledge, threatened, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (A) asserting the invalidity of this Agreement or any other Transaction Document, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document or (C) seeking any determination or ruling that is reasonably likely to materially and adversely affect the performance by the Manager of its obligations under under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a party. 8.1.5 The execution, delivery and performance of the transactions contemplated by and the fulfillment of the terms of this Agreement and the other Transaction Documents will not violate conflict with, result in any breach of any of the terms or and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the organizational and operational documents of Manager the Manager, or any material term of any indenture, agreement, mortgage, deed of trust, or other agreement instrument to which Manager is a party or by which it is bound; (d) As necessary under applicable law, Manager is registered as a CPO with or result in the CFTCcreation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, and is a member agreement, mortgage, deed of the National Futures Association (“NFA”)trust, or other equivalent regulatory organizations and such registrations and memberships, if applicable, have not expired or been revoked, suspended, terminatedinstrument, or not renewedviolate any law or any order, rule, or limited regulation applicable to Manager of any court or qualified of any federal or state regulatory body, administrative agency, or other Governmental Authority having jurisdiction over Manager or any of its properties, in each case, other than any conflict, breach, default, Lien, or violation that would not reasonably be expected to result in a Material Adverse Change. 8.1.6 The Manager shall take all actions as may be necessary to perform the Issuer's obligations under Section 604 of the Indenture. 8.1.7 The Manager will fulfill all of its obligations as lessor under any Lease Agreement to which a Managed Container is subject except where any such nonfulfillment would not reasonably be expected to materially and adversely affect the rights of the Owner under such Lease. The Manager shall use commercially reasonable efforts to perform all of the Owner's duties and obligations under the Transaction Documents to which the Owner is a party; provided, however, that nothing contained herein shall be construed as an express or implied guaranty by the Manager of the Notes or any other Outstanding Obligation incurred by the Owner. 8.1.8 Promptly, but in any respect; case within seven (e7) Business Days of an Authorized Officer becoming aware of a Manager Default, Early Amortization Event or an Event of Default, and which, in each case, has not been waived in writing by the Requisite Global Majority, the Manager shall deliver to the Owner and the Indenture Trustee and each Series Enhancer a written notice describing the nature of such event and period of existence and, in the case of a Manager Default, the action the Manager is familiar taking or proposed to take with respect thereto. 8.1.9 Since December 31, 2005, there has been no Material Adverse Change in the speculative nature of commodity interest trading and its high degree of risk and acknowledges that the Trust might sustain substantial losses which may be far in excess financial condition of the Trust’s funds on deposit in an Account; andManager. 8.1.10 The Manager will operate the Managed Containers so as not knowingly cause a violation of the Trading With the Enemy Act (f50 U.S.C. ss. 1 et seq., as amended) The Trust is (the "Trading With the Enemy Act") or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (the "Foreign Assets Control Regulations") or any enabling legislation or executive order relating thereto (which for the avoidance of doubt shall include, but shall not an “investment company” registered be limited to (a) Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or required Support Terrorism (66 Fed. Reg. 49079 (2001)) (the "Executive Order") and (b) the Uniting and Strengthening America by Providing Appropriate Tools Required to be registered under the Investment Company Intercept and Obstruct Terrorism Act of 19402001 (Public Law 107-56)). Furthermore, and none of the Commodity Interests Manager or other property traded its Affiliates (i) is or will become a "blocked person" as described in the Account Executive Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations or (ii) engages or will constitute “securities” engage in any dealings or transactions, or be otherwise associated, with any such "blocked person." 8.1.11 The credit and collection policy used by the Manager as in effect on the Initial Closing Date (which policy also addresses the criteria under which a lessee is allowed to self-insure for purposes property and liability risks) is attached as Exhibit C hereto. The credit and collection policy used by the Manager is subject to modification from time to time at the discretion of the Investment Advisers Act of 1940 (“Advisers Act”), such that it will cause either Manager. The "Credit and Collection Policy" shall mean the credit and collection policy used by the Manager or as modified by the Trading Advisor Manager from time to fall within the definition of an “investment adviser” under the Advisers Acttime.