You should rely only on the information contained in this Offering Circular. We have not authorized anyone to provide you with different information. We are not, and the Initial Purchaser and Placement Agent are not, making an offer of these Securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this Offering Circular is accurate as of any date other than the date on the front of this Offering Circular. TABLE OF CONTENTS SUMMARY OF TERMS 1 RISK FACTORS 6 THE CO-ISSUERS 21 General 21 Capitalization of the Issuer 22 The Administrator 22 DESCRIPTION OF THE NOTES 23 General 23 Payments 23 Priority, of Payments 26 Maturity of the Securities 29 Optional Redemption 29 Mandatory Redemption 30 Special Redemption 31 Cancellation. 31 Form, Denomination and Registration of the Notes 31 The Indenture and the Collateral Administration Agreement 36 SECURITY FOR THE NOTES 42 Collateral Obligations 42 The Collateral Quality Test 43 The Portfolio Profile Test 44 The Coverage Tests 46 Ramp-Up Period 46 Sales and Purchases of Collateral Obligations 47 Issuer Accounts 49 THE COLLATERAL MANAGER AND THE COLLATERAL MANAGEMENT AGREEMENT 52 The Collateral Manager 52 The Collateral Management Agreement 53 USE OF PROCEEDS 59 PURCHASE AND TRANSFER RESTRICTIONS 60 Senior Notes 60 Transferees of Interests in Rule 144A Global Notes 61 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0055894 CONFIDENTIAL SDNY GM_00202078 EFTA01365218