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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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Any such notice of redemption must be withdrawn by the Issuer on or prior to the sixth Business Day prior to the scheduled Redemption Date by written notice to the Trustee, the Hedge Counterparty and the holders of the Notes of the Controlling Class if on or prior to such date (i) the Issuer has not delivered to the Trustee a certification that in its judgment based on calculations included in such certification, (1) the Sale Proceeds from the disposition of one or more of the Collateral Debt Securities and all cash and proceeds from Eligible Investments and U.S. Agency Securities will be sufficient to pay the Total Senior Redemption Amount, (2) an approved pricing service has confirmed each disposition price contained in such certification (if such price is quoted on an approved pricing service) and (3) the disposition price of such Collateral Debt Securities are not below the Fair Market Value of such Collateral Debt Securities or (ii) the independent accountants appointed by the Issuer have not confirmed in writing the calculations made in such certification. During the period when a notice of redemption may be withdrawn, the Issuer shall not terminate the Hedge Agreement in effect immediately prior to a declaration of acceleration unless the liquidation of the Collateral has begun and such declaration is no longer capable of being rescinded or annulled. Notice of any such withdrawal shall be given by the Trustee to each holder of Notes at such holder’s address in the Note Register maintained by the Note Registrar under the Indenture by overnight courier guaranteeing next day delivery, sent not later than the sixth Business Day prior to the scheduled Redemption Date.

Redemption Price

The amount payable in connection with any Optional Redemption, Auction Call Redemption or Tax Redemption of any Note (with respect to each Class of Notes, the “Redemption Price”) will be an amount (determined without duplication) equal to (i) the outstanding principal amount of such Note (including any Class C Deferred Interest or Class D Deferred Interest) being redeemed plus (ii) accrued interest thereon (including Defaulted Interest and accrued, unpaid and uncapitalized interest on Defaulted Interest, if any); provided that 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, the Redemption Price as to such Affected Class is the amount agreed upon by such Affected Class (and the Total Senior Redemption Amount will be reduced accordingly).

Cancellation All Notes that are redeemed or paid and surrendered for cancellation as described herein will forthwith be canceled and may not be reissued or resold.

Payments Payments in respect of principal of and interest on any Note will be made to the person in whose name such Note is registered 15 days prior to the applicable Quarterly Distribution Date (the “Record Date”). Payments on each Note will be payable by wire transfer in immediately available funds to a Dollar account maintained by the holder thereof in accordance with wire transfer instructions received by any paying agent appointed under the Indenture (each, a “Paying Agent”) on or before the Record Date or, if no wire transfer instructions are received by a Paying Agent in respect of such Note, by a Dollar check drawn on a bank in the United States mailed to the address of the holder of such Note as it appears on the Note Register at the close of business on the Record Date for such payment. Final payments in respect of principal of the Notes will be made against surrender of such Notes at the office of the Paying Agent.

If any payment on the Notes is due on a day that is not a Business Day, then payment will be made on the next succeeding Business Day. For this purpose, “Business Day” means a day on which commercial banks and (if applicable) foreign exchange markets settle payments in each of New York, New York and Chicago, Illinois and any other city in which the corporate trust office of the Trustee is located and, in the case of the final payment of principal of any Note, the place of presentation of such Note. To the extent action is required of the Irish Paying Agent, Dublin, Ireland shall be considered in determining “Business Day” for purposes of determining when such Irish Paying Agent action is required.

For so long as any Notes are listed on the Irish Stock Exchange and the rules of such exchange shall so require, the Co-Issuers will maintain a listing agent and a Paying Agent with an office in Ireland.

Except as otherwise required by applicable law, any money deposited with the Trustee or any Paying Agent in trust for the payment of principal of or interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable shall be paid to the Issuer upon request by the Issuer therefor, and the holder of such Note shall thereafter, as an unsecured general creditor, look to the Issuer (in the case of each Class of Notes) or the Co-Issuer (in the case of the Class A-1 Notes, Class A-2 Notes, Class B-1 Notes, Class B-2 Notes and Class C Notes) for payment of such amounts and all liability of the Trustee or such Paying Agent with respect to such trust money shall thereupon cease. The Trustee or the Paying Agent, before being required to make any such release of payment may, at the request of the Issuer, adopt and employ, at the expense of the Co-Issuers, any reasonable means of notification of such release of payment, including mailing notice of such release to holders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in monies due and payable but not claimed is determinable from the records of any Paying Agent, at the last address of record of each such holder.





For so long as any of the Notes are listed on the Irish Stock Exchange and the rules of such exchange so require, the Issuer will maintain a paying agent in Dublin, Ireland. The Issuer may terminate the appointment of the Irish Paying Agent, at any time, by giving at least 60 days’ notice to the Irish Paying Agent. The agreement pursuant to which the Irish Paying Agent has been appointed provides that the appointment of the Irish Paying Agent will not be terminated until a replacement is found.

Priority of Payments

With respect to any Quarterly Distribution Date, collections received on the Collateral during each Due Period will be divided into Interest Proceeds and Principal Proceeds and applied in the priority set forth below under “—Interest Proceeds” and “—Principal Proceeds”, respectively (collectively, the “Priority of Payments”).

–  –  –

On each Quarterly Distribution Date, Interest Proceeds with respect to the related Due Period will

be distributed in the order of priority set forth below:

(A) to the payment of taxes and filing and registration fees owed by the Co-Issuers, if any;

(B) (1) first, to the payment to the Trustee an amount not to exceed 0.017% per annum of the Net Outstanding Portfolio Collateral Balance on the first day of such Due Period, subject to on each Quarterly Distribution Date, a minimum amount equal to U.S.$6,250 and a maximum amount equal to U.S.$21,250; (2) second, to the payment, in the following order, to the Trustee, the Collateral Administrator, the Preference Share Paying Agent, the Paying Agents, the Note Registrar, the Administrator, the Collateral Servicer, the Rating Agencies and the Initial Purchaser of accrued and unpaid administrative expenses (including indemnities) owing to them under the Indenture, the Collateral Administration Agreement, the Preference Share Paying Agency Agreement, the Administration Agreement, the Collateral Servicing Agreement and the Purchase Agreement as applicable; provided that all payments made pursuant to subclause (2) of this paragraph (B) do not exceed on such Quarterly Distribution Date U.S.$50,000 for such Due Period; and (3) third, if the balance of all Eligible Investments and cash in the Expense Account on the related Determination Date is less than U.S.$100,000, for deposit to the Expense Account of an amount equal to the lesser of (x) the amount by which U.S.$50,000 exceeds the aggregate amount of payments made under subclause (2) of this paragraph (B) on such Quarterly Distribution Date and (y) such amount as would have caused the balance of all Eligible Investments and cash in the Expense Account immediately after such deposit to equal U.S.$100,000;

(C) to the payment to the Collateral Servicer of accrued and unpaid Senior Servicing Fee (and any accrued interest thereon);

(D) to the payment of all amounts scheduled to be paid to the Hedge Counterparty pursuant to the Hedge Agreement, together with any termination payments (and any accrued interest thereon) payable by the Issuer pursuant to the Hedge Agreement other than by reason of an “event of default” or “termination event” (other than an “illegality” or “tax event”) as 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);

(E) to the payment of the Interest Distribution Amount with respect to first, the Class A-1 Notes and second, the Class A-2 Notes;

(F) to the payment of the Interest Distribution Amount with respect to first, the Class B-1 Notes and second, the Class B-2 Notes;

(G) (1) for each Quarterly Distribution Date in respect of which the related Determination Date occurs on or after the Ramp-Up Completion Date, if either Class A/B Coverage Test is not satisfied on such Determination Date and if any Class A Note or Class B Note remains outstanding, to the payment of principal of, first, the Class A-1 Notes, second, the Class A-2 Notes, third, the Class B-1 Notes and fourth, the Class B-2 Notes, to the extent necessary to cause each Class A/B Coverage Test to be satisfied; and (2) on the first Quarterly Distribution Date following the occurrence of a Rating Confirmation Failure, if the Issuer is unable to obtain a Rating Confirmation with respect to the Class A-1 Notes, Class A-2 Notes, Class B-1 Notes or Class B-2 Notes after the application of Uninvested Proceeds, to the payment of principal of, at the option of the Collateral Servicer on behalf of the

Issuer:

(i) first, the Class A-1 Notes, second, the Class A-2 Notes, third, the Class B-1 Notes and fourth, the Class B-2 Notes, to the extent specified by each Rating Agency (as required) in order to obtain a Rating Confirmation with respect to the Class A-1 Notes, the Class A-2 Notes, the Class B-1 Notes and the Class B-2 Notes; or (ii) each Class of Notes in any order and amount as proposed by the Collateral Servicer (and approved by an act of the holders of 100% of the aggregate outstanding amount of each Class of Notes) on behalf of the Issuer and sufficient to obtain a Rating Confirmation with respect to the Class A-1 Notes, the Class A-2 Notes, the Class B-1 and the Class B-2 Notes;

(H) to the payment of the Interest Distribution Amount with respect to the Class C Notes;

(I) after giving effect to any application of (i) Uninvested Proceeds and (ii) Interest Proceeds pursuant to paragraph (G) above, (1) for each Quarterly Distribution Date in respect of which the related Determination Date occurs on or after the Ramp-Up Completion Date, if either Class C Coverage Test is not satisfied on such Determination Date and if any Class A Note, Class B Note or Class C Note remains outstanding, 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 and fifth, the Class C Notes (including any Class C Deferred Interest), to the extent necessary to cause each Class C Coverage Test to be satisfied, and (2) on the first Quarterly Distribution Date following the occurrence of a Rating Confirmation Failure, if the Issuer is unable to obtain a Rating Confirmation with respect to the Class A-1 Notes, Class A-2 Notes, Class B-1 Notes, Class B-2 Notes or Class C Notes, to the payment of principal

of, at the option of the Collateral Servicer on behalf of the Issuer:

(i) first, the Class A-1 Notes, second, the Class A-2 Notes, third, the Class B-1 Notes, fourth, the Class B-2 Notes and fifth, the Class C Notes (including any Class C Deferred Interest), to the extent specified by each Rating Agency (as required) in order to obtain a Rating Confirmation with respect to the Class A-1 Notes, the Class A-2 Notes, the Class B-1 Notes, the Class B-2 Notes and the Class C Notes; or (ii) each Class of Notes in any order and amount as proposed by the Collateral Servicer (and approved by an act of the holders of 100% of the aggregate outstanding amount of each Class of Notes) on behalf of the Issuer and sufficient to obtain a Rating Confirmation with respect to the Class A-1 Notes, the Class A-2 Notes, the Class B-1 Notes, the Class B-2 Notes and the Class C Notes;

(J) to the payment of the Interest Distribution Amount with respect to the Class D Notes;

(K) after giving effect to any application of (i) Uninvested Proceeds and (ii) Interest Proceeds pursuant to paragraph (G) and (I) above, (1) for each Quarterly Distribution Date in respect of which the related Determination Date occurs on or after the Ramp-Up Completion Date, if either Class D Coverage Test is not satisfied on such Determination Date and if any Note remains outstanding, 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 (including any Class C Deferred Interest and sixth, the Class D Notes (including any Class D Deferred Interest), to the extent necessary to cause each Class D Coverage Test to be satisfied, and (2) on the first Quarterly Distribution Date following the occurrence of a Rating Confirmation Failure, if the Issuer is unable to obtain a Rating Confirmation with respect to the Class A-1 Notes, Class A-2 Notes, Class B-1 Notes, Class B-2 Notes, Class C Notes or Class D Notes, to the payment of principal of, at the option of the Collateral Servicer on behalf of the

Issuer:



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