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

l Manager or its principals could create certain conflicts of interest between the Initial Purchaser awl its Affiliates, the Collateral Manager, and the Holders of Notes. The Initial Purchaser and Placement Agent and their Affiliates may purchase, acquire, hold, sell, make loans secured by and enter into other trans

e Collateral Manager may be unable to buy or sell securities or to take other actions which it might consider in the best interest of the Issuer and the Holders of Notes. as a result of the restrictions set forth in the Indenture. In making determinations as to whether an investment satisfies the definition of Colla

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

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

prices and consequently the return to the Issuer from such investments. The Issuer may be permitted to amend the Indenture, without the consent of the Holders of Notes, but with the consent of the relevant Rating Agency, to accommodate certain such changes, Assignments and Participations. The Issuer may acquire in

l Manager or its principals could create certain conflicts of interest between the Initial Purchaser awl its Affiliates, the Collateral Manager, and the Holders of Notes. The Initial Purchaser and Placement Agent and their Affiliates may purchase, acquire, hold, sell, make loans secured by and enter into other trans

e Collateral Manager may be unable to buy or sell securities or to take other actions which it might consider in the best interest of the Issuer and the Holders of Notes. as a result of the restrictions set forth in the Indenture. In making determinations as to whether an investment satisfies the definition of Colla

s of the same Class or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders of Notes of the same Class subject to and in accordance with Section 13.1 and the Priority of Payments. In the event the Trustee shall receive conflicting o

and afford them an opportunity to withdraw their consent. The Trustee may, consistent with the written advice of counsel, determine whether or not the Holders of Notes would be materially and adversely affected by such change. Such determination shall be conclusive and binding on all present and future Holders. The