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EFTA01365546

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selling institutions may not vote in favor of any amendment, modification or waiver that forgives principal. interest or fees. reduces principal, interest or fees that are payable, postpones any payment of principal (whether a scheduled payment or a mandatory• prepayment), interest or fees or releases any material guarantee or security without the consent of the participant (at least to the extent the participant would be affected by any such amendment. modification or waiver). Selling institutions voting in connection with a potential waiver of a restrictive covenant may have interests different from those of the Issuer, and such selling institutions might not consider the interests of the Issuer in connection with their votes. In addition, many participation agreements that provide voting rights to the holder of the Participation further provide that if the holder does not vote in favor of amendments, modifications or waivers, the selling lender may repurchase such Participation at par. Debt obligations in the form of loans rather than bonds are generally subject to additional liquidity risks and, in some cases• credit risks. Loans are not generally traded in organized markets but are traded by banks and other institutional investors engaged in syndications and loan participations, respectively. Consequently, them can be no assurance that them will be any market for am' loan if the Issuer is required to sell or otherwise dispose of such loan. Depending on the terms of the underlying loan documentation, consent of the borrower may be required for an assignment, and a purported assignee may not have any direct right to enforce compliance by the obligor with the terms of the loan agreement in the absence of this consent. A holder of a Participation is subject to additional risks not applicable to a holder of a direct interest in a loan In the event of the insolvency of the selling institution under the laws of the United States and the various states

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