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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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(a) the sum (without duplication) of (i) the scheduled distributions of interest and deferred interest due and payments of fixed amounts (net of any fixed rate shortfall amounts) and any fixed rate shortfall reimbursement amounts by any Credit Default Swap Counterparty in respect of a Credit Default Swap (in each case regardless of whether the applicable due date has yet occurred) in the Due Period relating to the Quarterly Distribution Date in which such Measurement Date occurs on (x) the Pledged Collateral Debt Securities, (y) any Eligible Investments held in each Account (except the Hedge Counterparty Collateral Account, each Credit Default Swap Issuer Account and each Credit Default Swap Counterparty Account), in each case, whether such Eligible Investments were purchased with Interest Proceeds or Principal Proceeds and (z) any U.S. Agency Securities other than any payment in respect of accrued interest purchased by the Issuer upon acquisition of any U.S. Agency Securities plus (ii) any fees actually received by the Issuer during such Due Period that constitute Interest Proceeds plus (iii) the amount, if any, scheduled to be paid to the Issuer by the Hedge Counterparty under the Hedge Agreement on the Quarterly Distribution Date relating to such Due Period plus (iv) the amount, if any, of interest scheduled to be transferred from a Credit Default Swap Counterparty Account to the Interest Proceeds Account on the Quarterly Distribution Date relating to such Due Period minus (v) the amount, if any, scheduled to be paid to the payment of taxes and filing and registration fees owed by the Co-Issuers on the Quarterly Distribution Date relating to such Due Period minus (vi) the amount, if any, scheduled to be applied on the Quarterly Distribution Date relating to such Due Period pursuant to paragraph (B) under “Priority of Payments—Interest Proceeds” minus (vii) the amount, if any, scheduled to be paid to the Collateral Servicer of accrued and unpaid Senior Servicing Fee on the Quarterly Distribution Date relating to such Due Period minus (viii) the amount, if any, scheduled to be paid to the Hedge Counterparty under the Hedge Agreement on the Quarterly Distribution Date relating to such Due Period; by (b) the sum of the Interest Distribution Amounts for the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes payable on the Quarterly Distribution Date immediately following such Measurement Date relating to such Due Period.

If the calculation of the Class D Interest Coverage Ratio produces a negative number, the Class D Interest Coverage Ratio shall be deemed to be equal to zero.

The “Interest Coverage Ratios” means the Class A/B Interest Coverage Ratio, the Class C Interest Coverage Ratio and the Class D Interest Coverage Ratio.

For purposes of calculating any Interest Coverage Ratio, (i) the expected interest income on floating rate Collateral Debt Securities, Eligible Investments, U.S. Agency Securities and under the Hedge Agreement, and the expected interest payable on the Notes, and amounts, if any, payable under the Hedge Agreement will be calculated using the interest rates applicable thereto on the applicable Measurement Date, (ii) accrued original issue discount on Eligible Investments or U.S. Agency Securities will be deemed to be a scheduled interest payment thereon due on the date such original issue discount is scheduled to be paid and (iii) it will be assumed that no principal payments are made on the Notes during the applicable periods.

For the purpose of determining compliance with any Interest Coverage Test, there shall be excluded all payments in respect of Defaulted Securities forming part of the Collateral and Equity Securities and all other scheduled payments (whether of principal, interest, fees or other amounts) including payments to the Issuer under the Hedge Agreement, as to which the Trustee has actual knowledge will not be made in cash or will not be received when due.

The “Class A/B Interest Coverage Test” means, for so long as any Class A Notes or Class B Notes remain outstanding, a test satisfied on any Measurement Date occurring on or after the Ramp-Up Completion Date if the Class A/B Interest Coverage Ratio as of such Measurement Date is equal to or greater than 112.5% (or on the first Quarterly Distribution Date, equal to or greater than 100.0%).

The “Class C Interest Coverage Test” means, for so long as any Class A Notes, Class B Notes or Class C Notes remain outstanding, a test satisfied on any Measurement Date occurring on or after the Ramp-Up Completion Date if the Class C Interest Coverage Ratio as of such Measurement Date is equal to or greater than 107.5% (or on the first Quarterly Distribution Date, equal to or greater than 100.0%).

The “Class D Interest Coverage Test” means, for so long as any Notes remain outstanding, a test satisfied on any Measurement Date occurring on or after the Ramp-Up Completion Date if the Class D Interest Coverage Ratio as of such Measurement Date is equal to or greater than 105.0% (or on the first Quarterly Distribution Date, equal to or greater than 100.0%).

The “Interest Coverage Tests” means the Class A/B Interest Coverage Test, the Class C Interest Coverage Test and the Class D Interest Coverage Test.

No Gross-Up All payments made by the Issuer under the Notes will be made without any deduction or withholding for or on account of any tax unless such deduction or withholding is required by applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If the Issuer is so required to deduct or withhold, then the Issuer will not be obligated to pay any additional amounts in respect of such withholding or deduction.





The Indenture The following summary describes certain provisions of the Indenture.

–  –  –

An “Event of Default” is defined in the Indenture as:

(a) a default in the payment of any interest (i) on any Class A-1 Note, Class A-2 Note, Class B-1 Note or Class B-2 Note when the same becomes due and payable, (ii) if there are no Class A-1 Notes, Class A-2 Notes, Class B-1 Notes or Class B-2 Notes outstanding, on any Class C Note or (iii) if there are no Class A-1 Notes, Class A-2 Notes, Class B-1 Notes, Class B-2 Notes or Class C Notes outstanding, on any Class D Note when the same becomes due and payable, in each case which default continues for a period of three Business Days (or, in the case of a payment default resulting solely from an administrative error or omission by the Trustee, the Administrator, a Paying Agent (other than the Preference Share Paying Agent) or the Note Registrar, such default continues for a period of five Business Days);

(b) a default in the payment of principal of any Note when the same becomes due and payable at its Stated Maturity or Redemption Date (or, in the case of a payment default resulting solely from an administrative error or omission by the Trustee, the Administrator, Paying Agent (other than the Preference Share Paying Agent) or the Note Registrar, such default continues for a period of five Business Days);

(c) the failure on any Quarterly Distribution Date to disburse amounts available in the Interest Collection Account or Principal Collection Account in accordance with the order of priority set forth above under “—Priority of Payments” (other than a default in payment described in clause (a) or (b) above), which failure continues for a period of two Business Days (or, in the case of a failure resulting solely from an administrative error or omission by the Trustee, the Administrator, a Paying Agent (other than the Preference Share Paying Agent) or the Note Registrar, five Business Days);

(d) either of the Co-Issuers or the pool of Collateral becomes an investment company required to be registered under the Investment Company Act;

(e) a default in the performance, or breach, of any other covenant or other agreement in any material respect (it being understood that a failure to satisfy a Collateral Quality Test, a Coverage Test, the Standard & Poor’s CDO Monitor Test or the Eligibility Criteria is not a default or breach) of the Issuer or the Co-Issuer under the Indenture or any representation or warranty of the Issuer or the Co-Issuer made in the Indenture or in any certificate or other writing delivered pursuant thereto or in connection therewith proves to be incorrect in any material respect when made, and the continuation of such default or breach for a period of 30 consecutive days (or, if such default, breach or failure has an adverse effect on the validity, perfection or priority of the security interest granted under the Indenture, 15 days) after any of the Issuer or the Co-Issuer has actual knowledge thereof or after notice thereof to the Issuer by the Trustee or to the Issuer and the Trustee by the holders of at least 25% in aggregate outstanding principal amount of Notes of the Controlling Class or by the Hedge Counterparty, in each case, specifying such default or breach and requiring it to be remedied and stating that it is a “notice of default” under the Indenture;

(f) certain events of bankruptcy, insolvency, receivership or reorganization of either of the Co-Issuers (as set forth in the Indenture);

(g) one or more final judgments being rendered against either of the Co-Issuers that exceed, in the aggregate, U.S.$1,000,000 (or such lesser amount as any Rating Agency may specify) and which remain unstayed, undischarged and unsatisfied for 30 days after such judgment(s) becomes nonappealable, unless adequate funds have been reserved or set aside for the payment thereof; or (h) so long as any Class A-1 Notes remain outstanding, on any Measurement Date occurring on or after the Ramp-Up Completion Date, the failure of the Net Outstanding Portfolio Collateral Balance divided by the Aggregate Outstanding Amount of the Class A-1 Notes plus the Class A-2 Notes to be equal to or greater than 103%.

If either of the Co-Issuers has knowledge, or has reason to believe, that an Event of Default has occurred and is continuing, such Co-Issuer is obligated to promptly notify the Trustee, the Preference Share Paying Agent, the Noteholders, the Collateral Servicer, the Hedge Counterparty and each Rating Agency of such Event of Default in writing.

If an Event of Default occurs and is continuing (other than an Event of Default described in clause (f) under “Events of Default” above), (x) the Trustee, at the direction of the holders of a majority in aggregate outstanding principal amount of the Controlling Class and (y) otherwise holders of a majority in aggregate outstanding principal amount of the Controlling Class, may (i) declare the principal of and accrued and unpaid interest on all of the Notes to be immediately due and payable and (ii) terminate the Reinvestment Period. If an Event of Default described in clause (f) above under “Events of Default” occurs, such an acceleration and termination of the Reinvestment Period will occur automatically and without any further action. Notwithstanding the foregoing, if the sole Event of Default is an Event of Default described in clause (a) or clause (b) above under “Events of Default” with respect to a default in the payment of any principal of or interest on the Notes of a Class other than the Controlling Class, neither the Trustee nor the holders of such non-Controlling Class will have the right to declare such principal and other amounts to be immediately due and payable. Any declaration of acceleration may under certain circumstances be rescinded by the holders of at least a majority in aggregate outstanding principal amount of Notes of the Controlling Class. 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.

If an Event of Default occurs and is continuing when any Note is outstanding, the Trustee will retain the Collateral intact and collect all payments in respect of the Collateral and continue making

payments in the manner described under “—Priority of Payments” unless:

–  –  –

The holders of a majority in aggregate outstanding principal amount of Notes of the Controlling Class will have the right to direct the Trustee in the conduct of any proceedings for any remedy available to the Trustee, provided that (A) such direction will not conflict with any rule of law or the Indenture;

(B) the Trustee may take any other action not inconsistent with such direction; (C) the Trustee has been provided with indemnity satisfactory to it (and the Trustee need not take any action that it determines might involve it in liability unless it has received such indemnity against such liability); and (D) any direction to undertake a disposition of the Collateral may be made only as described in the preceding paragraph.

Pursuant to the Indenture, as security for the payment by the Issuer of the compensation and expenses of the Trustee and any sums the Trustee may be entitled to receive as indemnification by the Issuer, the Issuer will grant the Trustee a lien on the Collateral, which lien is senior to the lien of the Secured Parties. The Trustee’s lien will be exercisable by the Trustee only if the Notes have been declared due and payable following an Event of Default and such acceleration has not been rescinded or annulled.

Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request of any holders of any of the Notes, unless such holders have offered to the Trustee reasonable security or indemnity.



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