Epstein Secrets

to all or a portion of the Synthetic Securities, which relationship may create certain conflicts of interest. See "-Certain Conflicts of Interest" Moody's or S&P may downgrade am• Class of Senior Notes then rated by it if a Synthetic Security Counterpart• to a material portion of the Synthetic Securiti

ire Collateral Obligations that satisfy the Investment Criteria specified herein may adversely affect the timing and amount of payments received by the Holders of Notes and the yield to maturity of the Notes and the distributions on the CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0071910 CONFIDENTIAL

to all or a portion of the Synthetic Securities, which relationship may create certain conflicts of interest. See "-Certain Conflicts of Interest" Moody's or S&P may downgrade am• Class of Senior Notes then rated by it if a Synthetic Security Counterpart• to a material portion of the Synthetic Securiti

ire Collateral Obligations that satisfy the Investment Criteria specified herein may adversely affect the timing and amount of payments received by the Holders of Notes and the yield to maturity of the Notes and the distributions on the CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0055915 CONFIDENTIAL

any additional or successor Paying Agent, either (i) such Paying Agent has a long-term debt rating of "AA-" or higher by S&P and "Aa3" or higher by Moody's or a short-term debt rating of "P-1" by Moody's and "A-1+" by S&P or (ii) each Rating Agency confirms that employing such Paying Agent will not resu

t, it hereby so agrees), subject to the provisions of this Section 7.3, that such Paying Agent will: (a) allocate all sums received for payment to the Holders of Notes for which it acts as Paying Agent on each Payment Date and any Redemption Date among such Holders in the proportion specified in the applicable rep