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EFTA01376075

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in the aggregate value of the Collateral. However. the Collateral Manager's management of the Issuer's investments is restricted by the requirement that it comply with the investment restrictions described in "Security for the Notes." The Collateral Management Agreement generally permits the Collateral Manager or any of its Affiliates to acquire or sell securities, for its own account or for the accounts of its customers, without either requiring or precluding the purchase or sale of such securities for the account of the Issuer. In the event that, in light of market conditions and investment objectives. the Collateral Manager determines that it would be advisable to purchase the same item of Collateral both for the Issuer, and either the proprietary• account of the Collateral Manager or any Affiliate of the Collateral Manager or another client of the Collateral Manager. the Collateral Manager will employ allocation procedures it deems to be fair and equitable and in accordance with its customary procedures and applicable laws. Nothing in the Collateral Management Agreement shall preclude the Collateral Manger or its Affiliates from acting as principal, agent or fiduciary for other clients in connection with securities simultaneously held by the Issuer or of the type eligible for investment by the Issuer or limiting any relationships the Collateral Manager or any of its Affiliates may have with any obligor of any item of Collateral. All purchases of securities between the Issuer and the Collateral Manager must be made in accordance with its customary procedures and the Advisers Act. Should a conflict of interest actually arise, the Collateral Manager will endeavor to ensure that it is resolved fairly to the extent possible under the prevailing facts and circumstances. The Collateral Manager and its Affiliates. employees and agents arc not prohibited from, and intend to, spend substantial business time in connection with other businesses or activiti

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