• the Investment Manager willfully violates or willfully breaches any provision of the Investment Management Agreement or the Indenture applicable to it: • any representation, warranty. certification or statement made or delivered by the Investment Manager in or pursuant to the Investment Management Agreement or the Indenture fails to be correct in any respect when made and such failure has a material adverse effect on the interests of any Class of securityholders under the Indenture or the Investment Management Agreement and the Investment Manager fails to take such actions required for the facts (after giving effect to such actions) to conform in all material respects to such representation. warranty or certification (within 45 days of receiving notice of the occurrence of such breach): • certain events of bankruptcy, administration, insolvency, conservatorship, or receivership in respect of the Investment Manager. • the occurrence of an Event of Default that arises directly from a breach of the Investment Manager's duties under the Investment Management Agreement, which breach or default is not cured within any applicable cure period set forth in the Indenture: or • the occurrence of an act by the Investment Manager that constitutes fraud or criminal activity in the performance of its obligations under the Investment Management Agreement or the indictment of the Investment Manager or any of its officers who are primarily responsible for the management of the Collateral for a criminal offense related to its business of providing asset management services of the Investment Manager. The Investment Management Agreement provides that if the Investment Manager is terminated for cause, the Investment Manager will not direct the Trustee to effect any sale or disposition of any Collateral Obligation other than a Credit Risk Obligation. Defaulted Obligation or Equity Security without the prior written consent of the Controlling Party: provided, h