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EFTA01365321

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determination of the Weighted Average Fixed Rate Coupon. Weighted Average LIBOR Spread, Weighted Average Life Test. Weighted Average Rating. Moody's Weighted Average Recovery• Rate and S&P Weighted Average Recovery Rate. a Synthetic Security will be deemed to have the characteristics of such Synthetic Security (and not the related Reference Obligation). For purposes of the Portfolio Profile Test, a Synthetic Security will be deemed to have the characteristics of the related Reference Obligation (except that the Moody's Assigned Rating. the Moody's Recovery Rate and the S&P Recovery Rate will be used). "Synthetic Security Counterparty": An entity (other than the Issuer) required to make payments on a Synthetic Security (including any guarantor). "Tax Advantaged Jurisdiction": One of the Cayman Islands. Bermuda. the Netherlands Antilles or the tax advantaged jurisdiction of the Channel Islands. or such other jurisdiction that each Rating Agency has confirmed in writing will not result in a qualification, downgrade or withdrawal of its then-current rating of any Class of Securities. "Tax Event": Either (i) the adoption of, or a change in, any tax statute (including the Code), treaty. regulation (whether temporary• or final), rule. ruling, practice, procedure or judicial decision or interpretation which results or will result in withholding tax payments in an amount in excess of 10% of the net income of the Issuer during the Collection Period as a result of the imposition of withholding tax on payments to the Issuer with respect to which the obligors are not required to make gross-up payments that cover the full amount of such withholding taxes on an after-tax basis or (ii) a final determination by the IRS or a court of competent jurisdiction or an opinion of nationally recognized tax counsel experienced in such matters acceptable to the Collateral Manager to the effect that the Issuer is or has become subject to taxation in an amount in excess of 10%

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