LISTING SUPPLEMENT $189000000 Class A-1 Notes $342100000 ...
LISTING SUPPLEMENT $189000000 Class A-1 Notes $342100000 ...
LISTING SUPPLEMENT $189000000 Class A-1 Notes $342100000 ...
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otherwise in circumstances which have not resulted and will not result in an offer to the public in<br />
the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as<br />
amended;<br />
(b) It has only communicated or caused to be communicated and will only<br />
communicate or cause to be communicated any invitation or inducement to engage in investment<br />
activity, within the meaning of section 21 of the Financial Services and Markets Act 2000,<br />
received by it in connection with the issue or sale of any notes in circumstances in which section<br />
21(1) of the Financial Services and Markets Act 2000 does not apply to the trust; and<br />
(c) It has complied and will comply with all applicable provisions of the Financial<br />
Services and Markets Act 2000 with respect to anything done by it in relation to the notes in,<br />
from or otherwise involving the United Kingdom.<br />
No action has been or will be taken by the depositor or the underwriters that would<br />
permit a public offering of the notes in any country or jurisdiction other than in the United States,<br />
where action for that purpose is required. Accordingly, the notes may not be offered or sold,<br />
directly or indirectly, and neither the prospectus, this prospectus supplement nor any circular,<br />
prospectus, form of application, advertisement or other material may be distributed in or from or<br />
published in any country or jurisdiction, except under circumstances that will result in<br />
compliance with any applicable laws and regulations. Persons into whose hands this prospectus<br />
supplement comes are required by the depositor and the underwriters to comply with all<br />
applicable laws and regulations in each country or jurisdiction in which they purchase, sell or<br />
deliver notes or have in their possession or distribute such prospectus supplement, in all cases at<br />
their own expense.<br />
We have not authorized any offer of the notes to the public in the United Kingdom within<br />
the meaning of the Public Offers of Securities Regulations 1995, as amended. The notes may not<br />
be lawfully offered or sold to persons in the United Kingdom except in circumstances which do<br />
not result in an offer to the public in the United Kingdom within the meaning of these regulations<br />
or otherwise in compliance with all applicable provisions of these regulations and the Financial<br />
Services Act 1986, as amended.<br />
LEGAL MATTERS<br />
Certain legal matters relating to the notes will be passed upon for the trust and the<br />
administrator by Thacher Proffitt & Wood LLP, New York, New York, and for the underwriters<br />
by Stroock & Stroock & Lavan LLP, New York, New York. Certain federal income tax and<br />
other matters will be passed upon for the trust by Thacher Proffitt & Wood LLP, New York,<br />
New York.<br />
RATINGS<br />
It is a condition to the issuance of the class A notes that the class A notes be rated in the<br />
highest rating category of all three rating agencies. It is a condition to the issuance of the class B<br />
notes that the class B notes be rated in one of the three highest rating categories of all three rating<br />
agencies. No application was made to any other rating agency for the purpose of obtaining<br />
additional ratings of the notes.<br />
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