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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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On and after the Auction Call Trigger Date, in the event that no Auction Call Redemption occurs, 100% of Interest Proceeds that would otherwise be payable to the holders of the Preference Shares will be diverted to make payments of principal to, first, the Class D Notes, second, the Class C Notes, third, the Class B-2 Notes, fourth, the Class B-1 Notes, fifth, the Class A-2 Notes and sixth, the Class A-1 Notes, in that order, as discussed below under “Description of the Notes—Priority of Payments”.

During the Reinvestment Period, 9.99% of Interest Proceeds that would otherwise be payable to the holders of the Preference Shares will be diverted to make payments of principal to the Class D Notes, as discussed below under “Description of the Notes—Priority of Payments”.

Four Business Days prior to any Quarterly Distribution Date occurring on or before the last day of the Reinvestment Period, the Collateral Servicer may, in its sole discretion, direct the Issuer to apply Principal Proceeds, if a Pro Rata Condition exists, to the payment of principal, pro rata, of the Class A-1 Notes, the Class A-2 Notes, the Class B-1 Notes, the Class B-2 Notes, the Class C Notes and the Class D Notes, in each case, until such Class of Notes is paid in full, each in accordance with the Priority of Payments, and, if a Pro Rata Condition does not exist, to the payment of principal of first, the Class A-1 Notes, second, the Class A-2 Notes, third, the Class B-1 Notes, fourth the Class B-2 Notes, fifth, the Class C Notes and sixth, the Class D Notes, in each case, until such Class of Notes is paid in full, each in accordance with the Priority of Payments.

After the end of the Reinvestment Period, the Issuer will apply all Principal Proceeds for each Quarterly Distribution Date (1) in respect of which a Pro Rata Condition exists, to the payment of principal, pro rata, of the Class A-1 Notes, Class A-2 Notes, Class B-1 Notes, Class B-2 Notes, Class C Notes and Class D Notes, until each such Class of Notes is paid in full, and (2) if a Pro Rata Conditions does not exist, to the payment of principal of, first, the Class A-1 Notes, second, the Class A-2 Notes, third, the Class B-1 Notes, fourth, the Class B-2 Notes, fifth, the Class C Notes and sixth, the Class D Notes, until each such Class of Notes is paid in full.

“Pro Rata Condition” means a condition that exists if (x) the aggregate Principal Balance of all Collateral Debt Securities held by the Issuer is greater than or equal to 50% of the Net Outstanding Portfolio Collateral Balance on the Ramp-Up Completion Date and (y) no Principal Proceeds have been used to satisfy any Coverage Test on the applicable or any prior Quarterly Distribution Date.

Auction Call Redemption

In accordance with the procedures set forth in the Indenture (the “Auction Procedures”), the Trustee shall, at the expense of the Issuer, conduct an auction (an “Auction”) of the Pledged Collateral Debt Securities if, on or prior to the Auction Call Trigger Date, the Notes have not been redeemed in full.

The “Auction Call Trigger Date” means the Quarterly Distribution Date occurring in September 2014. The Auction shall be conducted not later than ten Business Days prior to (1) the Auction Call Trigger Date and (2) if the Notes are not redeemed in full on the prior Quarterly Distribution Date, each Quarterly Distribution Date thereafter until the Notes have been redeemed in full (each such date, an “Auction Date”). Any of the Preference Shareholders, the Collateral Servicer, the Initial Purchaser, the Trustee or their respective Affiliates may, but shall not be required to, bid at the Auction. The Trustee shall dispose of and transfer all of the Pledged Collateral Debt Securities (which may be divided into up to eight subpools) to the highest bidder therefor (or the highest bidder for each subpool) at the Auction provided

that:

–  –  –

Provided that all of the conditions set forth in clauses (i) through (iv) have been met, the Trustee shall dispose of and transfer the Pledged Collateral Debt Securities (or the related subpool), without representation, warranty or recourse, to such highest bidder (or the highest bidder for each subpool, as the case may be) in accordance with and upon completion of the Auction Procedures. The Trustee shall deposit the net proceeds from the disposition of such Collateral Debt Securities in the Collection Accounts and (x) redeem the Notes in whole but not in part at the applicable Redemption Price (exclusive of installments of principal or interest due on or prior to such date, provided payment of which shall have been made or duly provided for, to the holders of the Notes as provided in the Indenture), (y) pay the remaining portion of the Total Senior Redemption Amount in accordance with the Priority of Payments and (z) make a payment to the Preference Share Paying Agent for distribution to the Preference Shareholders in an amount equal to any portion of such purchase price remaining after the application contemplated by the foregoing clauses (x) and (y) (but at least equal to the Preference Share Redemption Date Amount), in each case on the Quarterly Distribution Date immediately following the relevant Auction Date (such redemption, the “Auction Call Redemption”).

“Preference Share Redemption Date Amount” means, in respect of any Quarterly Distribution Date, the amount required (after taking into account any dividends or other distributions made or to be made to the holders of the Preference Shares on such Quarterly Distribution Date and all prior Quarterly Distribution Dates in accordance with the Priority of Payments) to ensure that, after distribution of such amount to the Preference Shareholders, such Preference Shareholders shall have received (x) for any Quarterly Distribution Date from and including the Quarterly Distribution Date in September 2014 to but excluding the Quarterly Distribution Date in September 2015, an IRR of not less than 8.00% per annum on the Preference Shares for the period from the Closing Date to such Quarterly Distribution Date, (y) for any Quarterly Distribution Date from and including the Quarterly Distribution Date in September 2015 to but excluding the Quarterly Distribution Date in September 2016, an IRR of not less than 4.00% per annum on the Preference Shares for the period from the Closing Date to such Quarterly Distribution Date, or (z) for any Quarterly Distribution Date after and including the Quarterly Distribution Date in September 2016, an IRR of not less than 0.00% per annum on the Preference Shares for the period from the Closing Date to such Quarterly Distribution Date.





If any of the foregoing conditions is not met with respect to any Auction or if the highest bidder (or the highest bidder for any subpool, as the case may be) fails to pay the purchase price on or before the Business Day immediately preceding the scheduled Redemption Date, (a) the Auction Call Redemption shall not occur on the Quarterly Distribution Date following the relevant Auction Date, (b) the Trustee shall give notice of the withdrawal of the redemption notice to the Issuer, the Collateral Servicer, the Hedge Counterparty and the holders of the Notes, (c) subject to clause (d) below, the Trustee shall decline to consummate such disposition and shall not solicit any further bids or otherwise negotiate any further disposition of Collateral Debt Securities in relation to such Auction and (d) unless the Notes are redeemed in full prior to the next succeeding Auction Date, the Trustee shall conduct another Auction on the next succeeding Auction Date.

Optional Redemption and Tax Redemption

Subject to certain conditions described herein, the Issuer may redeem the Notes on any Quarterly Distribution Date (such redemption, an “Optional Redemption”), in whole but not in part, at the direction of a Majority-in-Interest of Preference Shareholders (with the consent of the Collateral Servicer) at the applicable Redemption Price therefor, provided that no such Optional Redemption may be effected prior to the Quarterly Distribution Date occurring in March 2011.

In addition, upon the occurrence of a Tax Event and so long as the Tax Materiality Condition is satisfied, the Issuer may redeem the Notes on any Quarterly Distribution Date (such redemption, a “Tax Redemption”), in whole but not in part, at the applicable Redemption Price therefor (i) at the direction of the holders of a majority in aggregate outstanding principal amount of any Class of Notes that, as a result of the occurrence of a Tax Event, has not received or will not receive 100% of the aggregate amount of principal and interest payable to such Class (each such Class, an “Affected Class”) or (ii) at the direction of a Majority-in-Interest of Preference Shareholders. Any such redemption may only be effected from (a) Sale Proceeds of the Collateral and (b) all other funds in the Interest Collection Account, the Principal Collection Account, the Uninvested Proceeds Account, the Expense Account and the Payment Account on such Quarterly Distribution Date, at the applicable Redemption Price.

Unless a Majority-in-Interest of Preference Shareholders have directed the Issuer to redeem the Preference Shares on such Quarterly Distribution Date, the amount of Collateral disposed of in connection with such Optional Redemption or Tax Redemption shall not exceed the amount necessary for the Issuer to obtain the Total Senior Redemption Amount. In addition, no Tax Redemption may be effected unless the Tax Materiality Condition is satisfied.

No Optional Redemption or Tax Redemption can be effected unless the Sale Proceeds and all cash, Eligible Investments and U.S. Agency Securities credited to each Account (other than the Custodial Account, any Credit Default Swap Issuer Account, the Hedge Counterparty Collateral Account or any Credit Default Swap Counterparty Account) on the relevant Quarterly Distribution Date equal or exceed the Total Senior Redemption Amount; except in connection with any Tax Redemption, holders of 100% of the aggregate outstanding principal amount of an Affected Class of Notes may elect to receive less than 100% of the portion of the Total Senior Redemption Amount that would otherwise be payable to holders of such Affected Class (and the Total Senior Redemption Amount will be reduced accordingly).

Redemption Procedures

Notice of redemption will be given by first-class mail, postage prepaid, mailed not less than 10 Business Days prior to the date scheduled for redemption (with respect to such Optional Redemption, Auction Call Redemption or Tax Redemption, the “Redemption Date”), to each holder of Notes at such holder’s address in the register maintained by the registrar under the Indenture and the Hedge Counterparty with a copy to each Rating Agency. In addition, the Trustee will, if and for so long as any Class of Notes to be redeemed is listed on the Irish Stock Exchange, cause notice of such Auction Call Redemption, Optional Redemption or Tax Redemption to be delivered to the Irish Listing Agent for delivery to the Company Announcements Office of the Irish Stock Exchange not less than 10 Business Days prior to the Redemption Date. Notes must be surrendered at the offices of any Paying Agent under the Indenture in order to receive the applicable Redemption Price, unless the holder provides (i) an undertaking to surrender such Note thereafter and (ii) in the case of a holder that is not a Qualified Institutional Buyer, such security or indemnity as may be required by the Co-Issuers (or, in the case of a Class D Note, the Issuer) or the Trustee.

The Notes may not be redeemed pursuant to an Optional Redemption, Auction Call Redemption or Tax Redemption unless at least six Business Days before the scheduled Redemption Date, the Issuer shall have furnished to the Trustee, the holders of the Notes of the Controlling Class and the Hedge Counterparty evidence, in form satisfactory to the Trustee, that the Issuer has entered into a binding agreement or agreements with a financial institution or institutions whose long-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a person other than such institution) have a credit rating from each Rating Agency at least equal to the rating of the highest rated Notes then outstanding or whose short-term unsecured debt obligations have a credit rating of “P-1” by Moody’s (and, if rated “P-1”, are not on watch for possible downgrade by Moody’s) and “A-1” by Standard & Poor’s to dispose of, not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Debt Securities at a purchase price that, when added to any other Sale Proceeds in respect of Credit Default Swaps and all cash, Eligible Investments and U.S. Agency Securities, if any, maturing on or prior to the scheduled Redemption Date credited to each Account (other than the Custodial Account, any Credit Default Swap Counterparty Account, any Credit Default Swap Issuer Account or the Hedge Counterparty Collateral Account) on the relevant Quarterly Distribution Date, will equal or exceed the Total Senior Redemption Amount, except in the case of a Tax Redemption where an Affected Class of Notes elects to receive less than 100% of the portion of the Total Senior Redemption Amount that would otherwise be payable to holders of such Affected Class (and the Total Senior Redemption Amount will be reduced accordingly).



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