FORWARD TO THE TRUSTEE ANY INFORMATION IN ITS POSSESSION OR REASONABLY AVAILABLE
TO IT CONCERNING ANY COLLATERAL DEBT SECURITY, ELIGIBLE INVESTMENT OR HEDGE
AGREEMENT THAT THE TRUSTEE REASONABLY MAY REQUEST AS NECESSARY TO ENABLE THE
TRUSTEE TO CALCULATE THE WEIGHTED AVERAGE COUPON AND/OR THE WEIGHTED AVERAGE
SPREAD (AND, TO THE EXTENT REASONABLY REQUESTED BY THE TRUSTEE, SHALL COOPERATE
WITH THE TRUSTEE IN CONNECTION WITH ANY THE MAKING OF ANY SUCH CALCULATIONS).
THE COLLATERAL MANAGER SHALL FOLLOW ITS CUSTOMARY PROCEDURES TO KEEP
CONFIDENTIAL ALL INFORMATION OBTAINED IN CONNECTION WITH THE SERVICES RENDERED
HEREUNDER AND SHALL NOT DISCLOSE ANY SUCH INFORMATION EXCEPT (I) WITH THE PRIOR
WRITTEN CONSENT OF THE ISSUER (WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD), (II) SUCH INFORMATION AS THE RATING AGENCIES SHALL REASONABLY REQUEST
IN CONNECTION WITH THEIR RATING OR EVALUATION OF THE NOTES AND/OR THE COLLATERAL
MANAGER, AS APPLICABLE, (III) AS REQUIRED BY LAW, REGULATION, COURT ORDER OR THE
RULES, REGULATIONS, OR REQUEST OF ANY REGULATORY OR SELF-REGULATING
ORGANIZATION, BODY OR OFFICIAL (INCLUDING ANY SECURITIES EXCHANGE ON WHICH THE
NOTES MAY BE LISTED FROM TIME TO TIME) HAVING JURISDICTION OVER THE COLLATERAL
MANAGER OR AS OTHERWISE REQUIRED BY LAW OR JUDICIAL PROCESS, (IV) SUCH
INFORMATION AS SHALL HAVE BEEN PUBLICLY DISCLOSED OTHER THAN IN VIOLATION OF
THIS AGREEMENT, (V) TO ITS MEMBERS, OFFICERS, DIRECTORS, AND EMPLOYEES, AND TO
ITS ATTORNEYS, ACCOUNTANTS AND OTHER PROFESSIONAL ADVISERS IN CONJUNCTION WITH
THE TRANSACTIONS DESCRIBED HEREIN, (VI) SUCH INFORMATION AS MAY BE NECESSARY OR
DESIRABLE IN ORDER FOR THE COLLATERAL MANAGER TO PREPARE, PUBLISH AND DISTRIBUTE
TO ANY PERSON ANY INFORMATION RELATING TO THE INVESTMENT PERFORMANCE OF THE
ASSETS, (VII) IN CONNECTION WITH THE ENFORCEMENT OF THE COLLATERAL MANAGER'S
RIGHTS HEREUNDER OR IN ANY DISPUTE OR PROCEEDING RELATED HERETO, (VIII) TO THE
TRUSTEE, (IX) TO THE EXTENT REQUIRED PURSUANT TO ANY HEDGE AGREEMENT OF THE
ISSUER AND (X) TO HOLDERS AND POTENTIAL PURCHASERS OF ANY OF THE SECURITIES.
Subject to compliance with the requirements of any law, rule or regulation
applicable to the Collateral Manager, nothing contained herein shall prevent the
Collateral Manager from discussing its activities hereunder in a general way in
the normal course of its business, including, without limitation, general
discussions with other Persons regarding its ability to act as a collateral
manager and its past performance in such capacity.
In addition, subject to
compliance with the requirements of any law, rule or regulation applicable to
the Collateral Manager, with respect to information that the Collateral Manager
obtains or develops regarding the Collateral Debt Securities or Eligible
Investments (including, without limitation, information regarding ratings,
yield, creditworthiness, financial condition and prospects of any issuer
thereof) in connection with the performance of its services hereunder, nothing
in this Section 10 shall prevent the Collateral Manager or its Affiliates, in
the conduct of their respective businesses, from using such information or
disclosing such information to others so long as such other use does not, in its
reasonable judgment, disadvantage the Issuer.
Notwithstanding anything to the
contrary contained in this Agreement, all