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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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(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, 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 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, the Class C Notes and the Class D 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, the Class C Notes and the Class D Notes;

(L) to the payment of Class C Deferred Interest (in reduction of the principal amount of the Class C Notes);

(M) to the payment of Class D Deferred Interest (in reduction of the principal amount of the Class D Notes);

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

(O) to the payment of all other accrued and unpaid administrative expenses (including indemnities) of the Co-Issuers not paid pursuant to paragraph (B) above (whether as the result of the limitations on amounts set forth therein or otherwise) in the same order of priority as specified in paragraph (B) above;

(P) to the payment to the Hedge Counterparty pursuant to the Hedge Agreement of any amounts not specified in paragraph (D) above, including any termination payments (and any accrued interest thereon) payable by the Issuer pursuant to the Hedge Agreement by reason of an “event of default” or “termination 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);

(Q) for each Quarterly Distribution Date in respect of which the related Determination Date occurs during the Reinvestment Period (including the Quarterly Distribution Date which occurs on the last day of the Reinvestment Period), to the payment of principal of the Class D Notes, of an amount equal to the lesser of (i) the

–  –  –

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

will be distributed in the order of priority set forth below:

–  –  –

(C) so long as no Class A Notes or Class B Notes are outstanding, to the payment of the amount referred to in paragraph (H) under “—Interest Proceeds”, but only to the extent not paid in full thereunder;

(D) after giving effect to any application of (i) Uninvested Proceeds, (ii) Interest Proceeds pursuant to paragraphs (G), (I) and (K) under “—Interest Proceeds” above and (iii) Principal Proceeds pursuant to paragraph (B) 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), until each of the Class C Coverage Tests is satisfied or each such Class is paid in full; and (2) on the first Quarterly Distribution Date following the occurrence of a Rating Confirmation Failure 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;

(E) so long as no Class A Notes, Class B Notes or Class C Notes are outstanding, to the payment of the amount referred to in paragraph (J) under “—Interest Proceeds”, but only to the extent not paid in full thereunder;

(F) after giving effect to any application of (i) Uninvested Proceeds, (ii) Interest Proceeds pursuant to paragraphs (G), (I) and (K) under “—Interest Proceeds” above and (iii) Principal Proceeds pursuant to paragraphs (B) and (D) 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 Class A Note, Class B Note, Class C Note or Class D 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), until each of the Class D Coverage Tests is satisfied or each such Class is paid in full; and (2) on the first Quarterly Distribution Date following the occurrence of a Rating Confirmation Failure 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:

(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, 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 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, the Class C Notes and the Class D 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, the Class C Notes and the Class D Notes;

(G) (1) for each Quarterly Distribution Date in respect of which the related Determination Date occurs during the Reinvestment Period (including the Quarterly Distribution Date which occurs on the last day of the Reinvestment Period), to make a transfer to the Principal Collection Account, to remain available to purchase additional Collateral Debt Securities (subject to satisfaction of the Eligibility Criteria and the other restrictions specified herein and in the Indenture), in an amount equal to the amount of Principal Proceeds received during the related Due Period (after giving effect to any payments pursuant to paragraphs (A) through (F) above); or (2) four Business Days prior to any Quarterly Distribution Date occurring on or before the last day of the Reinvestment Period, the Collateral Servicer, in its sole discretion, may direct the Issuer to apply all or a portion of the Principal Proceeds remaining on such Quarterly Distribution Date after the payment of all amounts payable pursuant to paragraphs (A) through (F) above, if (i) a Pro Rata Condition exists, to the payment of principal (pro rata in accordance with the aggregate outstanding principal amounts thereof immediately prior to such payment after taking into account all payments of principal on such Quarterly Distribution Date from the application of Uninvested Proceeds, Interest Proceeds and Principal Proceeds (in the case of Principal Proceeds, prior to this paragraph (G)), 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 (including Class C Deferred Interest) and the Class D Notes (including Class D Deferred Interest), until each such Class of Notes is paid in full; or (ii) 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 (including Class C Deferred Interest) and sixth, the Class D Notes (including Class D Deferred Interest), in each case, until each such Class of Notes is paid in full;

(H) for each Quarterly Distribution Date in respect of which the related Determination Date occurs after the end of the Reinvestment Period, if

–  –  –

On the first Quarterly Distribution Date following the Ramp-Up Completion Date, if there is a Rating Confirmation Failure, Uninvested Proceeds will be applied to the payment of principal of at the option of the Collateral Servicer on behalf of the Issuer, (1) 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 specified by each Rating Agency (as required) in order to obtain a Rating Confirmation, or (2) 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 from each Rating Agency (as required). In addition, if on any Quarterly Distribution Date, Uninvested Proceeds are insufficient to pay the amounts referred to in paragraphs (G)(2), (I)(2) and (K)(2) of “—Interest Proceeds” above, the Issuer will use Interest Proceeds and then Principal Proceeds to make such payments (and in the same manner and order of priority).

Except as otherwise expressly provided in the Priority of Payments, if on any Quarterly Distribution Date, the amount available in the Payment Account from amounts received in the related Due Period is insufficient to make the full amount of the disbursements required by any paragraph in this section to different Persons, the Trustee will to the extent funds are available therefor make the disbursements called for by each such paragraph ratably in accordance with the respective amounts of such disbursements then due and payable without regard to such insufficiency.

Any amounts to be paid to the Preference Share Paying Agent pursuant to paragraph (S) of the “Priority of Payments—Interest Proceeds” above or paragraph (J) of the “—Principal Proceeds” will be released from the lien of the Indenture.

If the Notes and the Preference Shares have not been redeemed prior to the Stated Maturity it is expected that the Issuer will dispose of all of the Collateral Debt Securities, U.S. Agency Securities and all Eligible Investments credited to the Accounts (other than the Hedge Counterparty Collateral Account, any Credit Default Swap Issuer Account and any Credit Default Swap Counterparty Account) and dispose of or liquidate all other Collateral, and all net proceeds from such liquidation and all available cash will be applied to the payment (in the order of priorities set forth above) of all (i) fees, (ii) expenses (including the amounts due to the Hedge Counterparty) and (iii) principal of and interest (including the Class C Deferred Interest, Class D Deferred Interest, Defaulted Interest and interest on Defaulted Interest, if any) on the Notes. Net proceeds from such liquidation and available cash remaining (after all payments required pursuant to the Indenture and the payment of the costs and expenses of such liquidation, the establishment of adequate reserves to meet all contingent, unliquidated liabilities or obligations of the Issuer, the payment to the Preference Shareholders of the aggregate liquidation preference of the Preference Shares, the return of U.S.$1,000 of capital contributed to the Issuer by, and the payment of a U.S.$1,000 profit fee to, the owner of the Issuer’s ordinary shares) will be distributed to the Preference Shareholders in accordance with the Issuer Charter.

The Coverage Tests

In addition to the requirements to satisfy the Eligibility Criteria, the Collateral Quality Tests and the Standard & Poor’s CDO Monitor Test as of the Ramp-Up Completion Date, the Issuer is required to satisfy each of the Coverage Tests as of the Ramp-Up Completion Date. The failure to satisfy any of the Coverage Tests as of the Ramp-Up Completion Date does not constitute an Event of Default but such failure may result in a Rating Confirmation Failure and, consequently, the repayment or redemption of a portion of the Notes from Uninvested Proceeds, Interest Proceeds and Principal Proceeds in accordance with the Priority of Payments. See “Risk Factors—Nature of Collateral” and “Description of the Notes— Mandatory Redemption”.



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