generally will not have any voting or other contractual rights of ownership with respect to the Reference Obligation. The Issuer will not directly benefit from any collateral supporting the Reference Obligation and will not have the benefit of the remedies that would normally be available to a holder of such Reference Obligation. In addition, in the event of the insolvency of the Synthetic Security Counterparty. the Issuer will be treated as a general creditor of such Synthetic Security Counterparty. and will not have any claim with respect to the Reference Obligation. Consequently. the Issuer will be subject to the credit risk of the Synthetic Security Counterparty as well as that of the reference entity. As a result, concentrations of Synthetic Securities entered into with any one Synthetic Security Counterparty will subject the Notes to an additional degree of risk with respect to defaults by such Synthetic Security Counterparty as well as by the reference entity. One or more Affiliates of the Initial Purchaser and Placement Agent may act as Synthetic Security Counterparty with respect 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 Securities held by the Issuer has been downgraded by Moody's or S&P, respectively. The Collateral Manager will not be obligated to perform independent credit analyses of any Synthetic Security Counterparties or entities that may guarantee the obligations of any such Synthetic Security Counterparty, although all Synthetic Security Counterparties (or guarantors) are required to have (i) a long-term senior unsecured rating of at least "Al" by Moody's (and if rated "A l" by Moody's, such rating is not on watch for downgrade), and a long-term senior unsecured rating by S&P of at