EFTA01376432.pdf

(iv) The Issuer will request that DTC include the Rule 144A Global Securities in DTC's "Reference Directory" of Section 3(c)(7) offerings. (v) Upon the request of the Trustee, the Issuer shall request DTC to deliver a list of all participants holding an interest in the Rule 144A Global Securities. (b) The Issuer will from time to time request all applicable third-party vendors (including, without limitation, Bloomberg, L.P.) to include on screens maintained by such vendors appropriate legends regarding Rule 144A, Regulation S and Section 3(cX7) restrictions on the Global Securities. (c) The Issuer will cause each "CUSIP" or "CINS" number obtained for a Note to have an attached "fixed field" that contains "3c7" and "144k' or "Reg S" indicators, as applicable. Section 7.19 Ramp-Up Period. (a) The Issuer will use its commercially reasonable efforts to have purchased or to have entered into binding agreements to purchase, by the Ramp-Up End Date, Collateral Obligations that satisfy the Ramp-Up Period Criteria. (b) The Issuer will use its commercially reasonable efforts to have purchased or to have entered into binding agreements to purchase Collateral Obligations such that the Interim Targets are satisfied. If as of the 90th day following the Closing Date (the "Interim Report Date"), the Collateral Obligations do not satisfy any applicable Interim Target, the Collateral Manager will provide to each Rating Agency a plan as to how the Issuer will satisfy the criteria set forth in subsection (a) above, and until the Collateral Manager has received Rating Confirmation for such plan, the Issuer must, when purchasing additional Collateral Obligations, maintain or improve each Interim Target which was not satisfied as of the Interim Report Date and continue to satisfy each Interim Target that was satisfied as of such date. (c) At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Trustee shall apply amounts held in the Ramp-Up Account (and, if such amounts are insufficient, Principal Proceeds on deposit in the Collection Account) to purchase additional Collateral Obligations during the Ramp-Up Period as described in this Section. If on the Ramp- Up End Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be transferred to the Principal Collection Subaccount. (d) Within 20 Business Days after the Ramp-Up End Date, the Issuer shall provide a report to the Rating Agencies identifying the Collateral Obligations and requesting from the Rating Agencies confirmation of their respective Initial Ratings of the Senior Notes. Within 20 Business Days after the Ramp-Up End Date, the Issuer shall obtain and deliver to the Trustee and each Rating Agency an Accountants' Certificate (a) confirming the information with respect to each Collateral Obligation as of the Ramp-Up End Date provided by the Issuer, by reference to such sources as shall be specified therein; (b) confirming that as of the Ramp-Up End Date (1) the Coverage Tests were met; (2) the Collateral Obligations complied with all of 130 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0072565 CONFIDENTIAL SDNY_GM_00218749 EFTA01376432