the opinion simply represents counsel's best judgment. and is not binding on the IRS or the courts. In this regard. there are no authorities that deal with situations substantially identical to the Issuer's. and the Issuer could be treated as engaged in the conduct of a trade or business as the result of unanticipated activities, changes in law, contrary conclusions by the IRS or other causes. The IRS periodically issues a priority guidance plan indicating areas in which it intends to issue guidance. The current plan identifies guidance projects that could affect the Issuer. In addition. you should be aware that the opinion referred to above will expressly rely on the Collateral Manager's compliance with the Operating Guidelines, which arc intended to prevent the Issuer from engaging in activities which could give rise to a trade or business within the United States. Although the Collateral Manager has generally undertaken to comply with the Operating Guidelines, the Collateral Manager is permitted to depart from the Operating Guidelines if it obtains an opinion from nationally recognized tax counsel that the departure will not cause the Issuer to be treated as engaged in a trade or business within the United States. Any such departures would not be covered by the opinion of Cleary• Gottlieb Steen & Hamilton LLP referred to above. If the Issuer were engaged in a trade or business in the United States, it would potentially be subject to substantial U.S. federal income taxes. The imposition of such taxes would materially affect the Issuer's financial ability to repay the Notes. Pursuant to the Collateral Management Agreement, the Collateral Manager has agreed not to intentionally or with reckless disregard take or omit to take any action that is reasonably likely to cause the Issuer to be engaged in a trade or business in the United Slates. As discussed in more detail in "The Collateral Manager and the Collateral Management Agreement-The Collateral Ma