Common use of Certain Conflicts of Interest Clause in Contracts

Certain Conflicts of Interest. (a) The Issuer understands that the Collateral Manager and its Affiliates may have economic interests in (including, without limitation, controlling equity interests or other equity or debt interests), be lenders to, receive payments from, render services to, engage in transactions with or have other relationships with Obligors and issuers with respect to the Collateral Obligations included in the Assets. In particular, the Collateral Manager and its Affiliates may make and/or hold investments in an Obligor’s or issuer’s obligations or securities that may be pari passu, senior or junior in ranking to an investment in such Obligor’s or issuer’s obligations or securities made and/or held by the Issuer, or otherwise have interests different from or adverse to those of the Issuer. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other Clients (including obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. In addition, individuals who are partners, managers, members, shareholders, directors, officers, employees or agents of the Collateral Manager or of one or more of its Affiliates may serve on boards of directors of, or otherwise have ongoing relationships with, such Obligors and issuers. As a result, such individuals may possess information relating to Obligors and issuers of Collateral Obligations that is (a) not known to or (b) known but restricted as to its use by the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations of the Collateral Manager under this Agreement. Each of such ownership and other relationships may result in securities laws restrictions on transactions in such securities by the Issuer and otherwise create conflicts of interest for the Issuer. The Issuer acknowledges and agrees that, in all such instances, the Collateral Manager and its Affiliates may in their discretion make investment recommendations and decisions that may be the same as or different from those made with respect to the Issuer’s investments and they have no duty, in making or managing such investments, to act in a way that is favorable to the Issuer.

Certain Conflicts of Interest. (a) The Issuer understands that the Collateral Manager and its Affiliates may have economic interests in (including, without limitation, controlling equity interests or other equity or debt interests), be lenders to, receive payments from, render services to, engage in transactions with or have other relationships with Obligors and issuers with respect to the Collateral Obligations included in the Assets. In particular, subject to applicable law, the Collateral Manager and its Affiliates may make and/or hold investments in an Obligor’s or issuer’s obligations or securities that may be pari passu, senior or junior in ranking to an investment in such Obligor’s or issuer’s obligations or securities made and/or held by the Issuer, or otherwise have interests different from or adverse to those of the Issuer. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other Clients (including obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. In addition, individuals who are partners, managers, members, shareholders, directors, officers, employees or agents of the Collateral Manager or of one or more of its Affiliates may serve on boards of directors of, or otherwise have ongoing relationships with, such Obligors and issuers. As a result, such individuals may possess information relating to Obligors and issuers of Collateral Obligations that is (a) not known to or (b) known but restricted as to its use by the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations of the Collateral Manager under this Agreement. Each of such ownership and other relationships may result in securities laws restrictions on transactions in such securities by the Issuer and otherwise create conflicts of interest for the Issuer. The Issuer acknowledges and agrees that, in all such instances, the Collateral Manager and its Affiliates may in their discretion make investment recommendations and decisions that may be the same as or different from those made with respect to the Issuer’s investments and they have no duty, in making or managing such investments, to act in a way that is favorable to the Issuer.

Certain Conflicts of Interest. (a) Various potential and actual conflicts of interest may arise from the overall advisory, investment and other activities of the Collateral Manager and/or its Affiliates. The Collateral Manager and/or its Affiliates and their clients may invest for funds or accounts other than for or on behalf of the Issuer understands in securities that may otherwise qualify as Collateral Bonds or Authorised Investments. Such investments may be the same as or different from those made for or on behalf of the Issuer. In making such investments, neither the Collateral Manager nor any of its Affiliates shall have any duty to act in any way that is favourable to the interests of the Issuer or the holders of any Notes. In particular, but without prejudice to the foregoing, neither the Collateral Manager nor any of its Affiliates have any affirmative obligation to offer any investments to the Issuer or to inform the Issuer of any investments before offering any investments to other funds or accounts that the Collateral Manager and/or any of its Affiliates manage or advise. The Collateral Manager and any of its Affiliates may engage in negotiations leading to the restructuring of investments held for their own account or for the account of others. If such investments are also held by the Issuer, in entering into such negotiations, neither the Collateral Manager nor any of its Affiliates will have any duty to act in any way which is favourable to the interests of the Issuer or the holders of the Notes. In the event the Collateral Manager, subject to compliance with the applicable provisions of the Collateral Management Agreement, determines that the Issuer and some other client should purchase or sell the same securities at the same time, the Collateral Manager anticipates that such purchases or sales will be allocated in a manner believed by the Collateral Manager to be equitable to each purchaser or seller. Nevertheless, under some circumstances, such allocation may adversely affect the Issuer with respect to the price or size of the securities positions obtainable or saleable. Moreover, it is possible, due to differing investment objectives or other reasons, that the Collateral Manager may purchase securities of an issuer for one client and sell such securities for another client. The Collateral Manager may arrange purchases or sales of securities between the Issuer and any other client of the Collateral Manager to the extent permitted by applicable law and the applicable provisions of the Collateral Management Agreement. The Collateral Manager and its Affiliates may have economic interests invest in (including, without limitation, controlling equity interests or other equity or debt interests), be lenders to, receive payments from, render services to, engage in transactions with or have other relationships with Obligors and issuers with respect to securities that are within the Collateral Obligations included in investment objectives of the AssetsIssuer. In particular, the The Collateral Manager and its Affiliates may also invest in securities through different entities, which may have similar or identical investment objectives as the Issuer. The Collateral Manager, the Trustee, the Collateral Administrator and their respective Affiliates may have economic interests in or other relationships with issuers in whose obligations or securities the Issuer may invest. In particular, such persons may make and/or hold investments an investment in an Obligor’s or issuer’s obligations or 's securities that may be pari passu, senior or junior in ranking to an investment in such Obligor’s or issuer’s obligations or 's securities made and/or held by the Issuer, Issuer or otherwise have interests different from or adverse to those in respect of the Issuer. The Issuer agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships with other Clients (including obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular investment for the Issuer in view of such relationships. In addition, individuals who are which partners, managerssecurity-holders, members, shareholdersOfficers, directors, officers, agents or employees or agents of the Collateral Manager or of one or more of its Affiliates may such persons serve on boards of directors of, or otherwise have ongoing relationships with, such Obligors and issuers. As a result, such individuals may possess information relating to Obligors and issuers of Collateral Obligations that is (a) not known to or (b) known but restricted as to its use by the individuals at the Collateral Manager responsible for monitoring the Collateral Obligations and performing the other obligations of the Collateral Manager under this Agreementrelationships. Each of such ownership and other relationships may result in securities laws restrictions on transactions in such securities by the Issuer and otherwise create conflicts of interest for the Issuer. The Issuer acknowledges and agrees that, in all In such instances, the Collateral Manager and its Affiliates may in their discretion make investment recommendations and decisions that may be the same as or different from those made with respect to the Issuer’s investments 's investments. Although the Officers and they employees of the Collateral Manager will devote as much time to the Issuer as the Collateral Manager deems appropriate, such Officers and employees may have no dutyconflicts in allocating their time and services among the Issuer and the Collateral Manager's other accounts and businesses. In addition, the Collateral Manager, in making connection with its other business activities, may acquire material non-public confidential information that may restrict the Collateral Manager from purchasing securities or managing selling securities for itself or its clients (including the Issuer) or otherwise using such investmentsinformation for the benefit of its clients or itself. The Collateral Manager and the Collateral Administrator may serve as a manager of limited partnerships or other companies or entities organised to issue collateralised debt obligations of a type similar to the Notes. So long as the Collateral Manager satisfies its duties and obligations to the Issuer under the Collateral Management Agreement and applicable law, the Issuer will authorise and consent to the Collateral Manager from time to time selling assets to the Issuer or purchasing assets from the Issuer as broker both for the Issuer and another account on the other side of the transaction advised by the Collateral Manager or any of its Affiliates, in which case the Collateral Manager will act as broker for, receive commission and have a potentially conflicting division of loyalties and responsibilities regarding, one or both parties to such transactions. Although the Collateral Manager anticipates that the commissions, mark-ups and xxxx-xxxxx charged by such Affiliates will generally be competitive, the Collateral Manager may from time to time have interests in such transactions that are adverse to those of the Issuer, such as an interest in obtaining favourable commission rates, mark-ups and xxxx-xxxxx. There will not be any limitation or restriction on the Collateral Manager, the Collateral Administrator or any of their respective Affiliates with regard to acting as collateral manager or adviser (or in a way that is favorable similar role) to other parties or persons. This and other future activities of the Collateral Manager, the Collateral Administrator and/or their respective Affiliates may give rise to additional conflicts of interest. The Collateral Bonds acquired by the Issuer prior to, on or after the Refinancing Closing Date may consist of obligations of issuers or obligors, or obligations sponsored or serviced by companies, for which the Lead Manager or an affiliate of the Lead Manager has acted as underwriter, agent, placement agent or dealer or for which an affiliate of the Lead Manager has acted as lender or provided other commercial or investment banking services. In addition, the Lead Manager or one of its affiliates may act as the Hedge Provider in respect of any Collateral Swap Transaction or Basis Swap Transaction. Various potential conflicts of interest may arise from the overall activities of the Corporate Services Provider. The Corporate Services Provider may be a corporate servicer to any Collateral Bond Issuer of the Collateral Bonds in the Collateral Bond Portfolio. In certain circumstances, certain conflicts of interest may arise, for example, if the Issuer (or the Collateral Manager for or on behalf of the Issuer) takes enforcement action under its rights under a Collateral Bond against the relevant Collateral Bond Issuer there may be a conflict of interest between the duties and responsibilities of the Corporate Services Provider as corporate services provider to the Issuer and the duties and responsibilities of the Corporate Services Provider as corporate servicer to the relevant Collateral Bond Issuer. DEPFA BANK PLC AS NOTEHOLDER On the Refinancing Closing Date, DEPFA BANK plc will purchase one hundred per cent. (100%) of the Initial U.S.Dollar Notes to be issued by the Issuer. For so long as these Notes are held by DEPFA BANK plc, it will be entitled to all of the rights to which the holders of such Notes are entitled (including, without limitation, voting rights). By reason of DEPFA BANK plc's appointment as, inter alia, Seller, Collateral Manager and Collateral Administrator, DEPFA BANK plc's interests with respect to the holding of such Notes will be different from those of other Noteholders. So long as DEPFA BANK plc continues to hold the Notes, in the exercise of the rights to which DEPFA BANK plc is entitled under the Notes, it will be in its interests to minimise any adverse impact or potential adverse impact on itself and its affiliates in its other capacities. PROJECTIONS, FORECASTS AND ESTIMATES Any projections, forecasts and estimates contained in this Prospectus are not purely historical in nature, but are forward looking statements and are subject to certain assumptions and to uncertainties as to circumstances and events that have not yet taken place and are subject to material variation. Projections and forecasts are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the projections and forecasts will not materialise or will vary significantly from actual results. Accordingly, the projections and forecasts are only an estimate and there can be no assurance that any projected or forecasted results will be attained. Actual results may vary from the projections and forecasts, and the variations may be material. Some important factors that could cause actual results to differ materially from those in any forward looking statements include changes in interest rates or currency exchange rates, market, financial or legal uncertainties, the general availability of liquidity, differences in the actual allocation of the Collateral Bonds among asset categories from those assumed, the price at which the Collateral Bonds are actually purchased or entered into by the Issuer, any defaults on the Collateral Bonds, the timing of any such defaults and subsequent recoveries, the timing of acquisitions of the Collateral Bonds, mismatches between the timing of accrual and receipt of Interest Proceeds from the Collateral Bonds and the effectiveness of the Hedging Agreement, among others. Consequently, the inclusion of projections and forecasts in this Prospectus should not be regarded as a representation by any Agent, the Lead Manager, the Arranger, the Seller, the Transaction Manager, the Accounts Bank, the Collateral Administrator, the Collateral Manager, the Corporate Services Provider, the directors of the Issuer, the Issuer, the Hedge Provider, the Trustee, or any of their respective Affiliates or any other person or entity of the results that will actually be achieved by the Issuer. None of the Issuer, the Manager, the Arranger, the Seller, any Agent, the Transaction Manager, the Accounts Bank, the Collateral Administrator, the Collateral Manager, the directors of the Issuer, the Corporate Services Provider, the Hedge Provider, the Trustee and their respective Affiliates has any obligation to update or otherwise revise any projections and forecasts, including any revisions to reflect changes in economic conditions or other circumstances arising after the date hereof or to reflect the occurrence of unanticipated events, even if the underlying assumptions do not come to fruition.