THIRD PARTY, EXCEPT AS SET FORTH IN SECTION 6 HEREOF AND (III) SUCH
DELEGATION DOES NOT CONSTITUTE AN "ASSIGNMENT" UNDER THE ADVISERS ACT.
5
3.
PURCHASE AND SALE TRANSACTIONS; BROKERAGE.
(A)
THE COLLATERAL MANAGER SHALL SEEK TO OBTAIN THE BEST OVERALL TERMS
FOR ALL ORDERS PLACED WITH RESPECT TO THE ASSETS, CONSIDERING ALL REASONABLE
CIRCUMSTANCES, INCLUDING, IF APPLICABLE, THE CONDITIONS OR TERMS OF EARLY
REDEMPTION OF THE SECURITIES, IT BEING UNDERSTOOD THAT THE COLLATERAL MANAGER
HAS NO OBLIGATION TO OBTAIN THE LOWEST PRICES AVAILABLE.
SUBJECT TO THE
FOREGOING OBJECTIVE, THE COLLATERAL MANAGER MAY TAKE INTO CONSIDERATION ALL
FACTORS THE COLLATERAL MANAGER REASONABLY DETERMINES TO BE RELEVANT, INCLUDING,
WITHOUT LIMITATION, TIMING, GENERAL RELEVANT TRENDS AND RESEARCH AND OTHER
BROKERAGE SERVICES AND SUPPORT EQUIPMENT AND SERVICES RELATED THERETO FURNISHED
TO THE COLLATERAL MANAGER OR ITS AFFILIATES BY BROKERS AND DEALERS IN COMPLIANCE
WITH SECTION 28(E) OF THE EXCHANGE ACT OR, IF SECTION 28(E) OF THE EXCHANGE ACT
IS NOT APPLICABLE, IN ACCORDANCE WITH THE PROVISIONS SET FORTH HEREIN.
SUCH
SERVICES MAY BE USED IN CONNECTION WITH THE OTHER ADVISORY ACTIVITIES OR
INVESTMENT OPERATIONS OF THE COLLATERAL MANAGER AND/OR ITS AFFILIATES.
IN
ADDITION, THE COLLATERAL MANAGER MAY TAKE INTO ACCOUNT AVAILABLE PRICES, RATES
OF BROKERAGE COMMISSIONS AND SIZE AND DIFFICULTY OF THE ORDER, IN ADDITION TO
OTHER RELEVANT FACTORS (SUCH AS, WITHOUT LIMITATION, EXECUTION CAPABILITIES,
RELIABILITY (BASED ON TOTAL TRADING RATHER THAN INDIVIDUAL TRADING), INTEGRITY,
FINANCIAL CONDITION IN GENERAL, EXECUTION AND OPERATIONAL CAPABILITIES OF
COMPETING BROKERS AND/OR DEALERS, AND THE VALUE OF THE ONGOING RELATIONSHIP WITH
SUCH BROKERS AND/OR DEALERS), WITHOUT HAVING TO DEMONSTRATE THAT SUCH FACTORS
ARE OF A DIRECT BENEFIT TO THE ISSUER IN ANY SPECIFIC TRANSACTION.
THE ISSUER
ACKNOWLEDGES AND AGREES THAT (I) THE DETERMINATION BY THE COLLATERAL MANAGER OF
ANY BENEFIT TO THE ISSUER IS SUBJECTIVE AND REPRESENTS THE COLLATERAL MANAGER'S
EVALUATION AT THE TIME THAT THE ISSUER WILL BE BENEFITED BY RELATIVELY BETTER
PURCHASE OR SALES PRICES, LOWER BROKERAGE COMMISSIONS AND BENEFICIAL TIMING OF
TRANSACTIONS OR A COMBINATION OF ANY OF THESE AND/OR OTHER FACTORS AND (II) THE
COLLATERAL MANAGER SHALL BE FULLY PROTECTED WITH RESPECT TO ANY SUCH
DETERMINATION TO THE EXTENT THE COLLATERAL MANAGER ACTS IN GOOD FAITH, AND IN
ACCORDANCE WITH THE COLLATERAL MANAGER SERVICING STANDARD AND IN ACCORDANCE WITH
THE STANDARD OF CARE SET FORTH IN SECTION 1 HEREOF, AND WITHOUT GROSS
NEGLIGENCE, WILLFUL MISCONDUCT OR RECKLESS DISREGARD OF THE OBLIGATIONS OF THE
ISSUER HEREUNDER OR UNDER THE TERMS OF THE INDENTURE.
The Collateral Manager may aggregate sales and purchase orders of securities
placed with respect to the Assets with similar orders being made simultaneously
for other accounts managed by the Collateral Manager or with accounts of the
Affiliates of the Collateral Manager if, in the Collateral Manager's sole
judgment, exercised in good faith, such aggregation will not have an adverse
effect on the Issuer.
When any such aggregate sales or purchase orders occur,
the objective of the Collateral Manager (and any of its Affiliates involved in
such transactions) shall be to allocate