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«IMPORTANT NOTICE Attached please find an electronic copy of the Offering Circular (the “Offering Circular”), dated September 22, 2006 relating to ...»

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The Issuer shall not, however, enter into any hedge agreement (including a Hedge Agreement) the payments from which are subject to withholding tax or the entry into, performance or termination of which would subject the Issuer to tax on a net income basis in any jurisdiction outside the Issuer’s jurisdiction of incorporation. The initial Hedge Counterparty under the Hedge Agreement will be Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., Utrecht Branch, a banking company incorporated under the laws of the Netherlands ("Rabobank"), located at Rabobank International Investment Bank Services, Transaction Processing, OTC-Derivatives UC-O-311, Croeselaan 18, Utrecht, The Netherlands, Swift Code RABONL2UXX. Pursuant to the Priority of Payments, scheduled payments required to be made by the Issuer under the Hedge Agreement, together with any termination payments payable by the Issuer other than by reason of an “event of default” or “termination event” (other than an “illegality” or “tax event”) with respect to which the Hedge Counterparty is the “defaulting party” or the sole “affected party” (as each such term is defined in the Hedge Agreement), will be payable pursuant to paragraph (D) under “Description of Notes—Priority of Payments—Interest Proceeds” and paragraph (A) under “Description of Notes—Priority of Payments—Principal Proceeds”. Pursuant to the Priority of Payments, termination payments required to be paid by the Issuer to the Hedge Counterparty under the Hedge Agreement by reason of an “event of default” or “termination event” with respect to which the Hedge Counterparty is the sole “defaulting party” or the sole “affected party” (as each such term is defined in the Hedge Agreement) will be payable pursuant to paragraph (P) under “Description of Notes— Priority of Payments—Interest Proceeds” and paragraph (I) under “Description of Notes—Priority of Payments—Principal Proceeds”. The Hedge Agreement will be governed by New York law.

The Hedge Agreement will provide that if at any time a Collateralization Event occurs, provided that no Substitution Event has occurred, the Hedge Counterparty is required, within 30 days of the occurrence of such Collateralization Event, to (i) enter into an agreement in the form of an ISDA Credit Support Annex and, pursuant to such Credit Support Annex, deliver to the Trustee collateral of such types, in such amounts and at such times as are sufficient to maintain the then-current rating of each Class of Notes by each Rating Agency, (ii) find a replacement Hedge Counterparty as permitted under the Hedge Agreement that satisfies the Hedge Counterparty Replacement Criteria, (iii) obtain a guarantor for the obligations of the Hedge Counterparty under the Hedge Agreement (pursuant to a form of guarantee that satisfies the then-current guarantee criteria publicly available from each Rating Agency) that satisfies the Hedge Counterparty Ratings Requirement or (iv) take such other steps as each Rating Agency that has downgraded the Hedge Ratings Determining Party may require (as confirmed to the Collateral Servicer in writing) to ensure that the then-current ratings on the Notes by either Rating Agency is not reduced or withdrawn. The Hedge Agreement will provide that any amount that a replacement Hedge Counterparty requires to be paid or is willing to pay, as the case may be, in connection with its entry into a replacement Hedge Agreement shall be payable solely by the original Hedge Counterparty to the replacement Hedge Counterparty or by the replacement Hedge Counterparty to the original Hedge Counterparty, as the case may be, in full satisfaction of any termination payments due or owing to the original Hedge Counterparty in connection therewith. The Hedge Agreement will provide that if the Hedge Counterparty has not, within 30 days of the occurrence of such Collateralization Event, taken any of the actions required above, a Substitution Event will be deemed to have occurred and the Hedge Counterparty will be required to take the remedial action specified below.

The Hedge Agreement will provide that if a Substitution Event occurs, the Hedge Counterparty is required, (x) in the case of a Substitution Event referred to in paragraph (ii) of the definition thereof, within 10 days following such Substitution Event or (y) in the case of a Substitution Event referred to in paragraphs (i) or (iii) of the definition thereof, immediately following such Substitution Event, assign its rights and obligations under the Hedge Agreement, at no cost to the Issuer, to a party (the “Substitute Party“) selected by the Hedge Counterparty that satisfies the Replacement Hedge Counterparty Criteria;

provided that such assignment shall be subject to the assumption by the Substitute Party of all of the Hedge Counterparty’s obligations under the Hedge Agreement pursuant to an agreement satisfactory to the Issuer, and subject to the payment to the Hedge Counterparty or by the Hedge Counterparty (as applicable) of the Substitution Assignment Amount (as defined below) or such lesser or greater amount as the Hedge Counterparty and such Substitute Party may agree, which in either case shall be the only amount payable by or to the Hedge Counterparty in connection with such assignment. The Hedge Agreement will provide that if the Hedge Counterparty fails to assign its rights and obligations under the Hedge Agreement to a Substitute Party within 10 days following such Substitution Event (in the case of a Substitution Event referred to in paragraph (ii) of the definition thereof) or within seven days following such Substitution Event (in the case of a Substitution Event referred to in paragraphs (i) or (iii) of the definition thereof above), then (a) the Hedge Counterparty shall, while it continues in good faith to search for an eligible Substitute Party, post and maintain, or continue to maintain, as the case may be, collateral in accordance with the Credit Support Annex and (b) the Issuer shall have the right to terminate the Hedge Agreement. The Hedge Agreement will provide that any costs attributable to assigning any rights and obligation under the Hedge Agreement and finding a suitable Substitute Party shall be borne solely by the Hedge Counterparty. The Hedge Agreement will provide that no transfer of a Hedge Counterparty’s rights under a Hedge Agreement to a Substitute Party or other transferee will be effective unless the Hedge Counterparty Replacement Criteria are satisfied.





The Trustee shall deposit all collateral received from the Hedge Counterparty under the Hedge Agreement in one or more securities account in the name of the Trustee, each of which will be designated the “Hedge Counterparty Collateral Account”, which accounts will be maintained for the benefit of the Noteholders, the Hedge Counterparty and the Trustee.

“Collateralization Event” means the occurrence of any of the following: (i) (a) the short-term rating of the Hedge Counterparty’s Hedge Ratings Determining Party from Standard & Poor’s is withdrawn, suspended or falls below “A-1”; or (b) if the Hedge Counterparty’s Hedge Ratings Determining Party has a long-term rating only, the long-term senior unsecured debt rating of such Hedge Ratings Determining Party from Standard & Poor’s is withdrawn, suspended or falls below “A+” or (ii) the long-term senior unsecured debt rating of the Hedge Counterparty’s Hedge Ratings Determining Party from Moody’s is withdrawn, suspended or falls to “Aa3” (and on credit watch for possible downgrade) or below “Aa3”, if the Hedge Counterparty’s Hedge Ratings Determining Party has a long-term rating only; or (iii) the long-term senior unsecured debt rating of the Hedge Counterparty’s Hedge Ratings Determining Party from Moody’s is withdrawn, suspended or falls to “A1” (and on credit watch for possible downgrade) or below “A1” or the short-term senior unsecured debt rating of such Hedge Ratings Determining Party falls to “P-1” or below “P-1”.

“Hedge Ratings Determining Party” means, with respect to the Hedge Counterparty, (a) unless clause (b) applies with respect to the Hedge Agreement, the Hedge Counterparty or any transferee thereof or (b) any Affiliate of the Hedge Counterparty or any transferee thereof that unconditionally and absolutely guarantees (with such form of guarantee satisfying Standard & Poor’s then-published criteria with respect to guarantees) the obligations of the Hedge Counterparty or such transferee, as the case may be, under the Hedge Agreement. For the purpose of this definition, no direct or indirect recourse against one or more shareholders of the Hedge Counterparty or any such transferee (or against any person in control of, or controlled by, or under common control with, any such shareholder) shall be deemed to constitute a guarantee, security or support of the obligations of the Hedge Counterparty or any such transferee.

The “Hedge Counterparty Ratings Requirement” means, with respect to the Hedge Counterparty or any permitted transferee thereof, (a) either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of its Hedge Ratings Determining Party are rated at least “A-1” by Standard & Poor’s, or (ii) if no short-term debt obligations of such Hedge Ratings Determining Party are rated by Standard & Poor’s, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of its Hedge Ratings Determining Party are rated at least “A+” by Standard & Poor’s and (b)(i)(x) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of its Hedge Ratings Determining Party are rated “P-1” by Moody’s and such rating is not on watch for possible downgrade and (y) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of its Hedge Ratings Determining Party are rated higher than “A1” by Moody’s or are rated “A1” by Moody’s and such rating is not on watch for possible downgrade or (ii) if there is no such Moody’s short-term debt obligations rating, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of its Hedge Ratings Determining Party are rated higher than “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is not on watch for possible downgrade.

“Hedge Counterparty Replacement Criteria” means, with respect to the transfer of the Hedge Counterparty’s rights and obligations under the Hedge Agreement, each of the following criteria: (a) as of the date of such transfer, neither the Substitute Party (or other transferee) nor the Issuer will be required to withhold or deduct on account of tax under the Hedge Agreement, (b) a “Termination Event” or “Event of Default” does not occur under the Hedge Agreement as a result of such transfer, (c) each Rating Agency has confirmed in writing that such transfer will not result in a reduction, downgrade or withdrawal of its then-current rating of each Class of Notes, (d) the Substitute Party (or other transferee) satisfies the Hedge Counterparty Ratings Requirement, (e) the notice of transfer is accompanied by a written instrument pursuant to which the Substitute Party (or other transferee) acquires and assumes the rights and obligations of the Hedge Counterparty so transferred and (f) the original Hedge Counterparty will be responsible for any costs or expenses incurred in connection with such transfer.

“Substitution Assignment Amount” means, in relation to the Hedge Agreement, the amount calculated in accordance with the ISDA “market quotation” method as if the date of determination were an “Early Termination Date” (as defined in the Hedge Agreement) for which all transactions were affected transactions and the Hedge Counterparty was the sole Affected Party; provided, however, for such purposes, “market quotation” means, in the event that fewer than three quotations are provided, the average of the quotations provided.

“Substitution Event” means the occurrence of any of the following: (i)(1) the long-term senior unsecured debt rating of the Hedge Counterparty’s Hedge Ratings Determining Party from Moody’s is withdrawn, suspended or falls to or below “A2”, if such Hedge Ratings Determining Party has a long-term rating only or (2) the long-term senior unsecured debt rating of the Hedge Counterparty’s Hedge Ratings Determining Party from Moody’s is withdrawn, suspended or falls to or below “A3” or the short-term senior unsecured debt rating of such Hedge Ratings Determining Party from Moody’s falls to or below “P-2”, (ii)(1) the short-term senior unsecured debt rating of the Hedge Counterparty’s Hedge Ratings Determining Party from Standard & Poor’s is withdrawn, suspended or falls below “A-3” or (2) if the Hedge Counterparty’s Hedge Ratings Determining Party has a long-term rating only, the long-term senior unsecured debt rating of such Hedge Ratings Determining Party from Standard & Poor’s is withdrawn, suspended or falls below “BBB-” or (iii) the failure by the Hedge Counterparty to take any of the actions required to be taken by it under the Hedge Agreement upon the occurrence of a Collateralization Event within 30 days of the occurrence of such Collateralization Event.

The Hedge Agreement will also be subject to termination upon the earliest to occur of (a) an Event of Default followed by the liquidation of the Collateral in accordance with the Indenture, (b) an unauthorized amendment of the Indenture which adversely affects the Hedge Counterparty, (c) any Optional Redemption, Auction Call Redemption or Tax Redemption and (d) an amendment to the Priority of Payments which is materially prejudicial to the Hedge Counterparty and is not consented to by the Hedge Counterparty.



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