LISTING SUPPLEMENT $189000000 Class A-1 Notes $342100000 ...

are denominated as debt, should be treated as debt and not as “equity interests” for purposes of
the Plan Asset Regulation.
Although it is not free from doubt, it also appears that, so long as the notes retain a rating
of at least investment grade, the notes should continue to be treated as indebtedness without
substantial equity features for the purposes of the Plan Asset Regulation. There is, however,
increased uncertainty regarding the characterization of a debt instrument that does not carry an
investment grade rating. Consequently, in the event of a withdrawal or downgrade to below
investment grade of the ratings of any notes, no subsequent transfer of such notes or any interest
therein may be made to a trustee or other person acting on behalf of a Plan, or using Plan assets
to effect such transfer, unless an opinion of counsel described below is obtained. A prospective
transferee (including any purchaser in the initial transfer of the notes) of the notes or any interest
therein who is a trustee or is acting on behalf of a Plan, or using Plan assets to effect such
transfer, will be deemed to represent that at the time of such transfer the notes are rated at least
investment grade; that such transferee believes that the notes are properly treated as indebtedness
without substantial equity features for purposes of the Plan Asset Regulation, and agrees to so
treat the notes; and that the acquisition and holding of the notes does not result in a violation of
the prohibited transaction rules of ERISA or section 4975 of the Code because it is covered by an
applicable exemption, including Prohibited Transaction Class Exemption 96-23, 95-60, 91-38,
90-1 or 84-14, or by reason of the trust, the depositor, the administrator, the underwriters, the
servicers, the indenture trustee, the owner trustee, any provider of credit support or any of their
affiliates not being a Party in Interest with respect to such Plan. Alternatively, regardless of the
rating of the notes, a prospective transferee of the notes or any interest therein who is a trustee or
is acting on behalf of a Plan, or using Plan assets to effect such transfer, may provide the
indenture trustee an opinion of counsel satisfactory to the indenture trustee, which opinion will
not be at the expense of the trust, the depositor, the administrator, the underwriters, the servicers,
the indenture trustee or the owner trustee, that the purchase, holding and transfer of the notes or
interests therein is permissible under applicable law, will not constitute or result in any nonexempt
prohibited transaction under ERISA or section 4975 of the Code and will not subject the
trust, the depositor, the administrator, the underwriters, the servicers, the indenture trustee or the
owner trustee to any obligation in addition to those undertaken in the indenture.
Before making an investment in the notes, prospective Plan investors should consult with
their legal advisors concerning the impact of ERISA and the Code and the potential
consequences of the investment in their specific circumstances. Moreover, each Plan fiduciary
should take into account, among other considerations:
• Whether the fiduciary has the authority to make the investment;
• Whether the investment constitutes a direct or indirect transaction with a Party in
Interest;
• The diversification by type of asset of the Plan’s portfolio;
• The Plan’s funding objectives;
• The tax effects of the investment; and
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