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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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Amounts on deposit in the Expense Account may be withdrawn from time to time to pay accrued and unpaid administrative expenses of the Co-Issuers. All funds on deposit in the Expense Account will be invested in Eligible Investments. All amounts remaining on deposit in the Expense Account at the time when substantially all of the Issuer’s assets have been sold or otherwise disposed of will be deposited by the Trustee into the Payment Account for application as Interest Proceeds on the immediately succeeding Quarterly Distribution Date.

Custodial Account

The Trustee will, prior to the Closing Date, cause the Custodian to establish a securities account which shall be designated as the “Custodial Account”, which shall be held in the name of the Trustee as Entitlement Holder in trust for the benefit of the Secured Parties and into which the Trustee shall from time to time deposit Collateral. All Collateral from time to time credited to the Custodial Account pursuant to the Indenture will be held by the Trustee as part of the Collateral. The Trustee has agreed to give the Issuer immediate notice (with a copy to the Hedge Counterparty, each Rating Agency and the holders of the Notes of the Controlling Class) if the Custodial Account or any funds credited to the Custodial Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Co-Issuers shall not have any legal, equitable or beneficial interest in the Custodial Account other than in accordance with the Priority of Payments. All funds on deposit in the Custodial Account, to the extent that they are not invested in Collateral Debt Securities, will be invested in Eligible Investments.

Credit Default Swap Counterparty Accounts

For each Defeased Credit Default Swap, the Trustee will establish a single, segregated account (each such account, a “Credit Default Swap Counterparty Account” that will be held in the name of the Trustee in trust for the benefit of the related Credit Default Swap Counterparty; provided that a single Credit Default Swap Counterparty Account may be established with respect to all Defeased Credit Default Swaps entered into by the Issuer with a particular Credit Default Swap Counterparty, and over which the Trustee will have exclusive control and the sole right of withdrawal in accordance with the applicable Credit Default Swap and the Indenture. The Trustee and the Issuer shall, in connection with the establishment of a Credit Default Swap Counterparty Account, enter into a separate account control and security agreement with the Credit Default Swap Counterparty setting forth the rights and obligations of the Issuer, the Trustee and the Credit Default Swap Counterparty with respect to such account and pursuant to which the Issuer shall grant the Trustee a first priority security interest in such Credit Default Swap Counterparty Account for the benefit of the Credit Default Swap Counterparty. As directed in writing by Collateral Servicer on behalf of the Issuer, the Trustee will withdraw from the Uninvested Proceeds Account and deposit into each Credit Default Swap Counterparty Account the amount required to secure the obligations of the Issuer in accordance with the terms of the Indenture with respect to Defeased Credit Default Swaps to the extent that the relevant amount has not been deposited in the Credit Default Swap Counterparty Account from the net proceeds received by the Co-Issuers from the issuance of the Notes and the Preference Shares, which amount shall be at least equal to the amount referred to in paragraph (a) of the definition of Defeased Credit Default Swap.

Amounts credited to a Credit Default Swap Counterparty Account shall be invested in Credit Default Swap Collateral in accordance with the terms of the applicable Defeased Credit Default Swap and related account control agreement and security agreement. Amounts and property then credited to a Credit Default Swap Counterparty Account shall be withdrawn by the Trustee and applied to the payment of any amounts payable by the Issuer to the related Credit Default Swap Counterparty in accordance with the terms of such Defeased Credit Default Swap. To the extent that the Issuer is entitled to receive interest on Credit Default Swap Collateral then credited to a Credit Default Swap Counterparty Account, pursuant to the related Credit Default Swap, the Collateral Servicer shall, by Issuer Order, direct the Trustee to deposit such amounts in the Interest Collection Account. After payment of all amounts owing by the Issuer to a Credit Default Swap Counterparty in accordance with the terms of the related Defeased Credit Default Swap or a default by the Credit Default Swap Counterparty which entitles the Issuer to terminate its obligations with respect to such Credit Default Swap Counterparty, the Collateral Servicer, by Issuer Order, shall direct the Trustee to withdraw all funds and other property then credited to the Credit Default Swap Counterparty Account related to such Defeased Credit Default Swap and credit such funds and other property to the Principal Collection Account (in the case of cash and Eligible Investments) and the Custodial Account (in the case of Collateral Debt Securities and other financial assets) for application in accordance with the terms of the Indenture. As of the Closing Date, Credit Default Swap Collateral will be posted to the extent of possible payments to be made by the Issuer upon the occurrence of a credit event with respect to the Credit Default Swaps acquired as of such date.





Except for interest on Credit Default Swap Collateral credited to a Credit Default Swap Counterparty Account, funds and other property credited to a Credit Default Swap Counterparty Account shall not be considered to be assets of the Issuer for purposes of the Collateral Quality Tests or the Coverage Tests; however, the Defeased Credit Default Swap that relates to such Credit Default Swap Counterparty Account shall be considered an asset of the Issuer for such purposes.

Credit Default Swap Issuer Accounts

If the terms of any Credit Default Swap require the Credit Default Swap Counterparty to secure its obligations with respect to such Credit Default Swap, the Trustee will establish a single, segregated securities account in respect of such Credit Default Swap (each such account, a “Credit Default Swap Issuer Account”). The Trustee will deposit into any such Credit Default Swap Issuer Account all amounts that are received from the applicable Credit Default Swap Counterparty to secure the obligations of such Credit Default Swap Counterparty in accordance with the terms of such Credit Default Swap. As directed by an Issuer Order executed by the Collateral Servicer in writing and in accordance with the terms of the applicable Credit Default Swap, cash credited to a Credit Default Swap Issuer Account on behalf of the Issuer will be invested in Eligible Investments. Income received on amounts credited to such Credit Default Swap Issuer Account will be withdrawn from such account and paid to the related Credit Default Swap Counterparty or the Issuer in accordance with the applicable Credit Default Swap. Cash and Eligible Investments credited to each Credit Default Swap Issuer Account will not be included in the Collateral and will not be available to make payments under the Notes other than as a result of an event of default or termination event under the related Credit Default Swap and amounts contained in any Credit Default Swap Issuer Account will not be considered to be an asset of the Issuer for purposes of any of the Collateral Quality Tests or the Coverage Tests. However, the Credit Default Swap that relates to such Credit Default Swap Issuer Account will be so considered an asset of the Issuer. Upon the occurrence of an event of default or a termination event under any Credit Default Swap, amounts contained in the related Credit Default Swap Issuer Account will, as directed by the Collateral Servicer by Issuer Order, be withdrawn by the Trustee and applied to the payment of any termination amount payable by the related Credit Default Swap Counterparty to the Issuer as a result of such event of default or termination event. Any excess amounts held in a Credit Default Swap Issuer Account after payment of all amounts owing from the related Credit Default Swap Counterparty to the Issuer as a result of an event of default or termination event will be withdrawn from such Credit Default Swap Issuer Account and paid to the related Credit Default Swap Counterparty in accordance with the applicable Credit Default Swap.

Preference Share Reserve Account

On or prior to the Closing Date, the Preference Share Paying Agent shall establish a segregated non-interest bearing trust account in the name of the Issuer designated as the "Preference Share Reserve Account," the deposits in which shall be held for the benefit of the Preference Shareholders, into which account the Issuer shall, on the Closing Date, deposit an amount equal to $885,416.67. All funds on deposit in the Preference Share Reserve Account will be invested by the Preference Share Paying Agent in Eligible Investments. On the Quarterly Distribution Date occurring in December 2006, the Preference Share Paying Agent shall distribute all funds on deposit in the Preference Share Reserve Account to the Preference Shareholders in accordance with the Preference Share Paying and Transfer Agency Agreement. After application of such payments, the Preference Share Reserve Account shall be closed. All Eligible Investments purchased with funds in the Preference Share Reserve Account shall be retained in the Preference Share Reserve Account until applied as provided herein. Any gain realized from such investments shall be credited to, and any loss resulting from such investments shall be charged to, the Preference Share Reserve Account. The distribution of funds in the Preference Share Reserve Account will not be subject to the Priority of Payments.

THE COLLATERAL SERVICING AGREEMENT

The information appearing under the subheading “The Collateral Servicing Agreement— Vanderbilt Capital Advisors, LLC” has been prepared by the Collateral Servicer and has not been independently verified by the Co-Issuers, the Initial Purchaser, the Trustee or any other person.

Accordingly, the Collateral Servicer assumes the responsibility for the accuracy, completeness or applicability of such information appearing under such subheading.

The Collateral Servicing Agreement

On or prior to the Closing Date, the Issuer will enter into a Collateral Servicing Agreement (the “Collateral Servicing Agreement”) with Vanderbilt Capital Advisors, LLC (the “Collateral Servicer” or “VCA”) whereby the Collateral Servicer will undertake to select all Collateral Debt Securities to be acquired by the Issuer on the Closing Date and to the end of the Reinvestment Period and to perform certain other advisory and administrative tasks for or on behalf of the Issuer, including (i) advising the Issuer regarding the acquisition, disposition, reinvestment and tender of Collateral Debt Securities, Equity Securities, U.S. Agency Securities and Eligible Investments, (ii) advising the Issuer in connection with an Optional Redemption, Tax Redemption, Auction Call Redemption or a redemption of the Preference Shares, (iii) advising the Issuer regarding the exercise or waiver of remedies in respect of Defaulted Securities or Credit Risk Securities and the exercise of voting rights with respect to Collateral Debt Securities, (iv) assisting the Issuer in determining the Fair Market Value of Collateral Debt Securities in accordance with procedures set forth in the Indenture and consulting with the Issuer regarding replacement dealers and pricing services used to make any such determination, (v) assisting the Issuer in obtaining quotations for and negotiating and entering into, if necessary, the Hedge Agreement in accordance with the terms of the Indenture; and (vi) consulting with the Issuer regarding replacement or successor Trustees, Calculation Agents, Note Registrars and accountants.

In addition, pursuant to the terms of the Collateral Administration Agreement among the Issuer, LaSalle Bank National Association (the “Collateral Administrator”) and the Collateral Servicer (the “Collateral Administration Agreement”), the Issuer will retain the Collateral Administrator to prepare certain reports with respect to the Collateral Debt Securities. The compensation paid to the Collateral Administrator by the Issuer for such services will be in addition to the fees paid to the Collateral Servicer and to LaSalle Bank National Association in its capacity as Trustee, and will be treated as an expense of the Issuer under the Indenture and will be subject to the priorities set forth under “Description of the Notes—Priority of Payments”.

As compensation for the performance of its obligations under the Collateral Servicing Agreement, the Collateral Servicer will be entitled, to the extent there are funds available therefor in accordance with the Priority of Payments, to receive (i) a Senior Servicing Fee (the “Senior Servicing Fee”) equal to 0.20% per annum of the Quarterly Asset Amount on each Quarterly Distribution Date and (ii) a Subordinate Servicing Fee (the “Subordinate Servicing Fee” and, together with the Senior Servicing Fee and the Subordinate Servicing Fee, the “Servicing Fees”) equal to 0.10% per annum of the Quarterly Asset Amount on each Quarterly Distribution Date as calculated under the Collateral Servicing Agreement and the Indenture. Any unpaid Senior Servicing Fee or Subordinate Servicing Fee that is deferred (whether as a result of the operation of the Priority of Payments or at the option of the Collateral Servicer) will be deferred and shall accrue interest at a rate set forth in the Indenture and shall be paid (with interest) on the next succeeding Quarterly Distribution Date to the extent funds are available for such purpose in accordance with the Priority of Payments.

The Collateral Servicer shall not direct the Trustee to acquire any securities for inclusion in the Collateral (i) from any account or portfolio for which the Collateral Servicer, or any of its Affiliates, acts as investment adviser; or (ii) that is issued by any person for which the Collateral Servicer or any of its Affiliates acts as financial advisor or underwriter except, in the case of (ii), in a manner that satisfies the criteria as set forth in “Security for the Notes—Asset Acquisition Guidelines” above.



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