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EFTA01376297

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21, 2010, and which imposes a new regulatory framework over the U.S. financial services industry and the consumer credit markets in general, and proposed regulations by the SEC that. if enacted, would significantly alter the manner in which asset-backed securities. including securities similar to the Securities. are issued and structured and increase the reporting obligations of the issuers of such securities. Given the broad scope and sweeping nature of these changes and the fact that final implementing rules and regulations have not yet been enacted, the potential impact of these actions on the Issuer, any of the Securities or any holders of Securities is unknown. and no assurance can be made that the impact of such changes would not have a material adverse effect on the prospects of the Issuer or the value or marketability of the Securities. In particular, if existing transactions are not exempted from any such new rules or regulations, the costs of compliance with such rules and regulations could have a material adverse effect on the Issuer and the holders of Securities. If the Issuer were unable to comply with such rules and regulations (because of excessive cost, unavailability of information or otherwise). an Event of Default could result. Liquidation of the Collateral as a result of an Event of Default could have a material adverse effect on the holders of Securities, particularly the Subordinated Securities. Furthermore, no assurance can be made that the United States federal government or any U.S. regulatory body (or other authority or regulatory body) will not continue to take further legislative or regulatory action in response to the economic crisis or otherwise, and the effect of such actions. if any, cannot be known or predicted. The Financial Accounting Standards Board has adopted changes to the accounting standards for structured products. These changes, or any future changes. may affect the accounting for entities such as the issui

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