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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 and the Hedge Counterparty may from time to time (1) prior to the Ramp-Up Completion Date, enter into additional interest rate swap and/or cap transactions under the Hedge Agreement and (2) following the Ramp-Up Completion Date enter into additional interest rate swap and/or interest rate cap transactions or reduce the notional amount under the interest rate swap and/or interest rate cap transaction so long as, in each case, such action by the Issuer satisfies the Rating Condition. If amounts are applied to the redemption of Notes on any Quarterly Distribution Date in accordance with the Priority of Payments by reason of a Rating Confirmation Failure or a failure to satisfy any of the Coverage Tests, then, subject to the satisfaction of the Rating Condition, the floating-fixed rate swap and the interest rate cap portion of the Hedge Agreement will be subject to partial termination on such Quarterly Distribution Date with respect to a portion of the respective notional amounts thereof, in each case equal to the aggregate outstanding principal amount of such Notes so redeemed on such Quarterly Distribution Date. In addition, subject to satisfaction of the Rating Condition with respect to such reduction and the prior consent of the Hedge Counterparty, the Issuer may reduce the notional amount of any interest rate swap and/or interest rate cap transactions outstanding under the Hedge Agreement. Upon any such termination or reduction of a notional amount, a termination payment with respect to the notional amount terminated or reduced may become payable by the Hedge Counterparty or the Issuer to the other party under the Hedge Agreement, with such termination payment being calculated as described below.

If at any time a Hedge Agreement becomes subject to early termination due to the occurrence of an “event of default” or a “termination event” (each as defined in the Hedge Agreement) attributable to the Hedge Counterparty thereto (other than an “illegality” or “tax event”, each as defined in the Hedge Agreement), the Issuer and the Trustee shall take such actions (following the expiration of any applicable grace period) to enforce the rights of the Issuer and the Trustee thereunder as may be permitted by the terms of the Hedge Agreement and consistent with the terms hereof, and shall apply the proceeds of any such actions (including the proceeds of the liquidation of any collateral pledged by the Hedge Counterparty) to enter into a replacement Hedge Agreement on substantially identical terms or on such other terms satisfying the Rating Condition, and with a Hedge Counterparty with respect to which the Rating Condition shall have been satisfied. In determining the amount payable under the terminated Hedge Agreement, the Issuer will seek quotations from reference market-makers that satisfy the Hedge Counterparty Ratings Requirement. In addition, the Issuer will use its best efforts to cause the termination of a Hedge Agreement to become effective simultaneously with the entry into a replacement Hedge Agreement described as aforesaid.

Amounts payable upon any such termination or reduction will be based substantially upon the standard replacement transaction valuation methodology set forth in the 1992 ISDA Master Agreement published by the International Swaps and Derivatives Association, Inc. If any amount is payable by the Issuer to the Hedge Counterparty in connection with the occurrence of any such partial termination or notional amount reduction, such amount, together with interest on such amount for the period from and including the date of termination to but excluding the date of payment at a rate set forth in the Hedge Agreement, shall be payable on such Quarterly Distribution Date to the extent funds are available for such purpose in accordance with the Priority of Payments, and any amount not so paid on such Quarterly Distribution Date shall be payable on the first Quarterly Distribution Date on which such amount may be paid in accordance with the Priority of Payments.

The obligations of the Issuer under the Hedge Agreement are limited recourse obligations payable solely from the Collateral pursuant to the Priority of Payments.

The Accounts On or prior to the Closing Date the Trustee will have established each of the following accounts (the “Accounts”). (Each Account shall remain at all times with a financial institution organized and doing business under the law of the United States or any State thereof, authorized under such law to exercise corporate trust powers and having a long-term debt rating of at least “Baa1” by Moody’s (and, if rated “Baa1”, not be on watch for possible downgrade by Moody’s) and at least “BBB+” by Standard & Poor’s

and a combined capital and surplus in excess of U.S.$250,000,000):

Collection Accounts

All distributions on the Collateral Debt Securities and any proceeds received from the disposition of any such Collateral Debt Securities, to the extent such distributions or proceeds constitute Interest Proceeds, and any amounts payable to the Issuer by the Hedge Counterparty under the Hedge Agreement (other than amounts received by the Issuer by reason of the occurrence of an event of default or termination event under the Hedge Agreement or other comparable event that are required to be used for the acquisition by the Issuer of a replacement Hedge Agreement) will be remitted to a single, segregated account established and maintained under the Indenture by the Trustee (the “Interest Collection Account”) which may be a subaccount of the Custodial Account.





All distributions on the Collateral Debt Securities and any proceeds received from the disposition of any such Collateral Debt Securities to the extent such distributions or proceeds constitute Principal Proceeds unless, during the Reinvestment Period, such Principal Proceeds are reinvested immediately upon receipt in Collateral Debt Securities in accordance with the Indenture, and any other amounts designated as Principal Proceeds, will be remitted to a single, segregated account established and maintained under the Indenture by the Trustee (the “Principal Collection Account” which may be a subaccount of the Custodial Account and, together with the Interest Collection Account, the “Collection Accounts”).

The Collection Accounts shall be maintained for the benefit of the Secured Parties and amounts on deposit therein will be available, together with reinvestment earnings thereon, for application in the order of priority set forth above under “Description of the Notes—Priority of Payments”.

Amounts received in the Collection Accounts will be invested in Eligible Investments (as described below) with stated maturities no later than the Business Day immediately preceding the next Quarterly Distribution Date. All such proceeds will be retained in the Collection Accounts unless used to acquire Collateral Debt Securities (by withdrawing the same from the Principal Collection Account or reinvesting the same immediately upon receipt) on or before the last day of the Reinvestment Period in accordance with the Eligibility Criteria, to honor commitments with respect thereto entered into on or before the last day of the Reinvestment Period, or as otherwise permitted under the Indenture. See “— Eligibility Criteria”.

Payment Account

On or prior to the Business Day prior to each Quarterly Distribution Date, the Trustee will deposit into a single, segregated account established and maintained by the Trustee under the Indenture (the “Payment Account”) for the benefit of the Secured Parties all funds in the Collection Accounts required for payments to Noteholders and payments of fees and expenses in accordance with the priority described under “Description of the Notes—Priority of Payments”. If amounts on deposit in the Payment Account pending payments to the Noteholders on each Quarterly Distribution Date are invested, such amounts shall be invested in Eligible Investments with maturities no later than the next Quarterly Distribution Date;

provided that the Trustee shall not be under an obligation to invest amounts credited to the Payment Account.

Uninvested Proceeds Account

On the Closing Date, the Trustee will deposit into a single, segregated account established and maintained by the Trustee under the Indenture (the “Uninvested Proceeds Account”) all Uninvested Proceeds (other than the organizational and structuring fees and expenses of the Co-Issuers (including, without limitation, the legal fees and expenses of counsel to the Co-Issuers, the Collateral Servicer and the Initial Purchaser), the expenses of offering of the Offered Securities and amounts deposited in the any other Account on the Closing Date). On and prior to the Ramp-Up Completion Date, the Collateral Servicer on behalf of the Issuer may direct the Trustee to, and upon such direction the Trustee shall apply funds in the Uninvested Proceeds Account to acquire additional Collateral Debt Securities (including making a deposit into a Credit Default Swap Counterparty Account in connection with the acquisition of a Defeased Credit Default Swap) and, pending such investment in additional Collateral Debt Securities (including making a deposit into a Credit Default Swap Counterparty Account in connection with the acquisition of a Defeased Credit Default Swap) such funds will be invested in Eligible Investments with stated maturities not later than the earlier of (A) 30 days after the date of such investment or (B) the Business Day immediately preceding the next Quarterly Distribution Date or U.S. Agency Securities;

provided that the maximum aggregate Principal Balance of U.S. Agency Securities that may at any time be credited to the Uninvested Proceeds Account is U.S.$50,000,000. Interest and other income from such investments shall be deposited in the Uninvested Proceeds Account, any gain realized from such investments shall be credited to the Uninvested Proceeds Account, and any loss resulting from such investments shall be charged to the Uninvested Proceeds Account. The Trustee shall transfer interest and other income in respect of any U.S. Agency Securities or Eligible Investments credited to the Uninvested Proceeds Account received in any Due Period (other than any interest received in respect of accrued interest purchased by the Issuer upon the acquisition of any U.S. Agency Security) to the Interest Collection Account to be treated as Interest Proceeds on the related Quarterly Distribution Date. After the Ramp-Up Completion Date, the Issuer shall not be permitted to hold any U.S. Agency Securities in the Uninvested Proceeds Account. If the Issuer has obtained a Rating Confirmation as provided in the Indenture, the Trustee shall transfer any Uninvested Proceeds remaining on deposit in the Uninvested Proceeds Account after the Ramp-Up Completion Date to the Payment Account to be treated as first, Interest Proceeds in an amount equal to the lesser of (a) the Interest Excess and (b) U.S.$2,000,000;

and, second, Principal Proceeds on the first Quarterly Distribution Date following the Ramp-Up Completion Date and distributed in accordance with the Priority of Payments. If the Issuer has failed to obtain a Rating Confirmation, the Trustee shall transfer any Uninvested Proceeds, if any, remaining on deposit in the Uninvested Proceeds Account after the Ramp-Up Completion Date to the Payment Account to be treated as Principal Proceeds on the first Quarterly Distribution Date following the Ramp-Up Completion Date and distributed in accordance with the Priority of Payments. During the Ramp-Up Period, the Collateral Servicer on behalf of the Issuer may by notice to the Trustee direct the Trustee to, and upon receipt of a written direction from the Issuer the Trustee shall, dispose of any Eligible Investment or U.S. Agency Security credited to the Uninvested Proceeds Account and the Sale Proceeds thereof shall be and remain credited to the Uninvested Proceeds Account until such Sale Proceeds are either (1) transferred as described above, (2) applied to the acquisition of Collateral Debt Securities or Eligible Investments with stated maturities not later than the earlier of (x) 30 days after the date of such investment or (y) the Business Day immediately preceding the next Quarterly Distribution Date or U.S.

Agency Securities (provided that the Issuer shall not be permitted to hold U.S. Agency Securities in the Uninvested Proceeds Account after the Ramp-Up Completion Date) or (3) credited to a Credit Default Swap Counterparty Account in conjunction with the entrance by the Issuer into a Credit Default Swap.

The Issuer shall ensure that all U.S. Agency Securities forming part of the Collateral are disposed of prior to the Ramp-Up Completion Date.

Expense Account

On the Closing Date, after payment of the organizational and structuring fees and expenses of the Co-Issuers (including, without limitation, the legal fees and expenses of counsel to the Co-Issuers, the Collateral Servicer and the Initial Purchaser) and the expenses of offering of the Offered Securities, U.S.$100,000 from the proceeds of the offering of the Offered Securities will be deposited by the Trustee into a single, segregated account established and maintained by the Trustee under the Indenture (the “Expense Account”). On each Quarterly Distribution Date, to the extent that funds are available for such purpose in accordance with the Priority of Payments and subject to the Dollar limitation set forth in paragraph (B) under “Description of the Notes–Priority of Payments–Interest Proceeds”, the Trustee will deposit into the Expense Account an amount from Interest Proceeds (and, to the extent that Interest Proceeds are insufficient, from Principal Proceeds) equal to the lesser of (x) the excess of the amount by which U.S$50,000 exceeds the aggregate amount of payments made pursuant to paragraph (B) under “Description of the Notes—Priority of Payments—Interest Proceeds”) and (y) such amount as would have caused the balance in the Expense Account immediately after such deposit to equal U.S$100,000.



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