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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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“Discount Security” means a Collateral Debt Security purchased at a cost to the Issuer (exclusive of accrued interest) of: (x) if such Collateral Debt Security is a Floating Rate Security and is publicly rated "Baa3" or higher by Moody's at the time it is acquired by the Issuer, less than 92.0% of (i) the original issue price thereof if acquired by the Issuer within the three month period following the original issuance thereof or (ii) the outstanding principal amount thereof, if not acquired within such three month period; provided that a Collateral Debt Security shall cease to constitute a "Discount Security" for purposes of this clause (x) if its Fair Market Value equals or exceeds 95.0% of the outstanding principal amount thereof for 60 consecutive days following the initial valuation date on which such percentage was equaled or exceeded; (y) if such Collateral Debt Security is a Fixed Rate Security and is publicly rated "Baa3" or higher by Moody's at the time it is acquired by the Issuer, less than 85.0% of (i) the original issue price thereof if acquired by the Issuer within the three month period following the original issuance thereof or (ii) the outstanding principal amount thereof, if not acquired within such three month period;

provided that a Collateral Debt Security shall cease to constitute a "Discount Security" for purposes of this clause (y) if its Fair Market Value equals or exceeds 90.0% of the outstanding principal amount thereof for 60 consecutive days following the initial valuation date on which such percentage was equaled or exceeded; and (z) for any Collateral Debt Security not described in clauses (x) and (y), (a) less than 75% of (i) the original issue price thereof, if acquired by the Issuer within the three month period following the original issuance thereof or (ii) the outstanding principal amount thereof if not acquired within such three month period, and (b) on which the effective yield (as determined by the Collateral Servicer) on the date of acquisition thereof by the Issuer is greater than the sum of (i) the relevant Benchmark Rate plus (ii) 5.00%; provided that a Collateral Debt Security shall cease to constitute a "Discount Security" for purposes of this clause (z) if its Fair Market Value equals or exceeds 85.0% of the outstanding principal amount thereof for 60 consecutive days following the initial valuation date on which such percentage was equaled or exceeded. Any Discount Security that is also a Credit Default Swap will be included as a Collateral Debt Security having the characteristics of the related Reference Obligation for the purposes of this definition.

“Dollars” means United States dollars.

“Due Period” means, with respect to any Quarterly Distribution Date, the period commencing on the day immediately following the fourth Business Day prior to the preceding Quarterly Distribution Date (or on the Closing Date in the case of the Due Period relating to the first Quarterly Distribution Date) and ending on the fourth Business Day prior to such Quarterly Distribution Date, except that in the case of the Due Period that is applicable to the Quarterly Distribution Date relating to the Stated Maturity of the Notes, such Due Period shall end on the day preceding the Stated Maturity.

“Eligible Investments” include any Dollar-denominated investment that is one or more of the following (and may include investments for which the Trustee and/or its Affiliates provides services or

receives compensation):

–  –  –

(b) direct Registered obligations of, and Registered obligations the timely payment of principal and interest on which is fully and expressly guaranteed by, the United States or any agency or instrumentality of the United States the obligations of which are expressly backed by the full faith and credit of the United States;

(c) demand and time deposits in, certificates of deposit of, bankers’ acceptances payable within 183 days of issuance issued by, or federal funds sold by any depository institution or trust company incorporated under the laws of the United States or any state thereof and subject to supervision and examination by federal and/or state banking authorities so long as the commercial paper and/or the debt obligations of such depository institution or trust company (or, in the case of the principal depository institution in a holding company system, the commercial paper or debt obligations of such holding company) at the time of such investment or contractual commitment providing for such investment have a credit rating of not less than “Aa2” by Moody’s (and, if rated “Aa2,” such rating from Moody’s has not been placed on a watch list for possible downgrade) and not less than “AA+” by Standard & Poor’s in the case of long-term debt obligations (which have a maturity of longer than 90 days), or “P-1” by Moody’s (and such rating from Moody’s has not been placed on a watch list for possible downgrade) and “A-1” by Standard & Poor’s in the case of commercial paper and short-term debt obligations and no such short-term rating is on watch for possible downgrade; provided that (i) in each case, the issuer thereof must have at the time of such investment a long-term credit rating of not less than “Aa2” by Moody’s (and, if rated “Aa2”, such rating from Moody’s has not been placed on a watch list for possible downgrade) and (ii) in the case of commercial paper and short-term debt obligations with a maturity of longer than 91 days, the issuer thereof must also have at the time of such investment a long-term credit rating of not less than “AA+” by Standard & Poor’s;





(d) unleveraged repurchase obligations with respect to (i) any security described in clause (b) above or (ii) any other Registered obligation issued or guaranteed by an agency or instrumentality of the United States (in each case without regard to the Stated Maturity of such security), in either case entered into with a U.S. Federal or state depository institution or trust company (acting as principal) described in clause (c) above or entered into with a corporation (acting as principal) whose long-term rating is not less than “Aa2” by Moody’s (and, if rated “Aa2”, such rating from Moody’s has not been placed on a watch list for possible downgrade) and “AA+” by Standard & Poor’s or whose short-term credit rating is “P-1” by Moody’s (and such rating from Moody’s has not been placed on a watch list for possible downgrade) and “A-1+” by Standard & Poor’s at the time of such investment and no such short-term rating is on watch for possible downgrade; provided that (i) in each case, the issuer thereof must have at the time of such investment a long-term credit rating of not less than “Aa2” by Moody’s (and, if rated “Aa2”, such rating from Moody’s has not been placed on a watch list for possible downgrade) and (ii) if such security has a maturity of longer than 91 days, the issuer thereof must also have at the time of such investment a long-term credit rating of not less than “AA+” by Standard & Poor’s;

(e) Registered debt securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any state thereof that have a credit rating of not less than “Aa2” by Moody’s (and, if rated “Aa2”, such rating from Moody’s has not been placed on a watch list for possible downgrade) and not less than “AA+” by Standard & Poor’s;

(f) commercial paper or other short-term obligations with a maturity of not more than 183 days from the date of issuance and having at the time of such investment a credit rating of “P-1” by Moody’s (and such rating from Moody’s has not been placed on a watch list for possible downgrade) and “A-1+” by Standard & Poor’s; provided that (i) in each case, the issuer thereof must have at the time of such investment a long-term credit rating of not less than “Aa2” by Moody’s (and, if rated “Aa2”, such rating from Moody’s has not been placed on a watch list for possible downgrade) and (ii) if such security has a maturity of longer than 91 days, the issuer thereof must also have at the time of such investment a long-term credit rating of not less than “AA+” by Standard & Poor’s;

(g) Reinvestment Agreements issued by any bank (if treated as a deposit by such bank), or a Registered Reinvestment Agreement issued by any insurance company or other corporation or entity organized under the laws of the United States or any state thereof, in each case, that has a credit rating of not less than “P-1” by Moody’s (and such rating from Moody’s has not been placed on a watch list for possible downgrade) and not less than “A-1+” by Standard & Poor’s; provided that (i) in any case, the issuer thereof must have at the time of such investment a long-term credit rating of not less than “Aa2” by Moody’s (and, if rated “Aa2”, such rating from Moody’s has not been placed on a watch list for possible downgrade) and (ii) if such security has a maturity of longer than 91 days, the issuer thereof must also have at the time of such investment a long-term credit rating of not less than “AA+” by Standard & Poor’s;

(h) interests in any non-U.S. money market fund or similar investment vehicle having at the time of investment therein the highest credit rating assigned by each of Moody’s (and such rating from Moody’s has not been placed on a watch list for possible downgrade) and Standard & Poor’s;

provided that such fund or vehicle is formed and has its principal office outside the United States;

and (j) interests in any money market fund or similar investment vehicle having at the time of investment therein the highest credit rating assigned by Moody’s and a rating of “AAAm” or “AAAm/G” by Standard & Poor’s;

and, in each case (other than an investment described in clause (a) or (h)), with a Stated Maturity (giving effect to any applicable grace period) no later than the Business Day immediately preceding the Quarterly Distribution Date next following the Due Period in which the date of investment occurs; provided that Eligible Investments may not include (a) any Interest Only Security, (b) any security purchased at a price in excess of 100% of the par value thereof, (c) any interest, principal or other payments that are subject to deduction or withholding for or account of any withholding or similar tax, unless the issuer of such security is required to make “gross up” payments that ensure that the net amount actually received by the Issuer (free and clear of taxes, whether assessed against such obligor or the Issuer) will equal the full amount that the Issuer would have received had no such deduction or withholding been required, (d) any security whose repayment is subject to substantial non-credit related risk as determined in the reasonable business judgment of the Collateral Servicer, (e) any floating rate security whose interest rate is inversely or otherwise not proportionately related to an interest rate index or is calculated as other than the sum of an interest rate index plus a spread, (f) any mortgage-backed securities, (g) any security whose rating by Standard & Poor’s includes the subscript “r,” “t,” “p,” “pi,” or “q”, (h) any security subject to an offer and (i) an investment, the acquisition (including the manner of acquisition), ownership, enforcement or disposition of which, will subject the issuer to net income tax in any jurisdiction.

“Emerging Market Security” means an Asset-Backed Security the terms of which permit the Underlying Portfolio to consist of more than 50% of obligations issued by Emerging Market Issuers.

“Emerging Market Issuer” means a sovereign or non-sovereign issuer organized in a country that is in Latin America, Asia, Africa, Eastern Europe or the Caribbean or in a country the Dollardenominated obligations of which are rated lower than “Aa2” by Moody’s (or are rated “Aa2” and are on watch for possible downgrade by Moody’s) and which has a foreign currency rating lower than “AA” by Standard & Poor’s; provided that an issuer of Asset-Backed Securities organized in a Special Purpose Vehicle Jurisdiction shall not be an Emerging Market Issuer for purposes hereof if the underlying collateral of such Asset-Backed Securities consists solely of (x) obligations of obligors located in the United States, (y) obligations of Qualifying Foreign Obligors and/or (z) obligations of issuers of AssetBacked Securities organized in a Special Purpose Vehicle Jurisdiction if the underlying collateral of such Asset-Backed Securities consist solely of obligations of obligors located in the United States and obligations of Qualifying Foreign Obligors.

“Entertainment Securities” means Asset-Backed Securities that entitle the holders thereof to receive payments that primarily depend (except for rights or other assets designed to assure the servicing or timely distribution of proceeds to holders of the Asset-Backed Securities) on the cash flow from box office receipts and other revenue, including royalties, received by a distributor of films: (1) the securities evidence the right to receive the future receipts from one or more movies of a specified type; (2) the securities may or may not be backed by existing receivables or contract rights, and may depend primarily on the ability of the originator to continue to generate sufficient levels of receivables or contract rights in the future; and (3) the receivables or contract rights represent obligations from a limited number of obligors and accordingly represent an undiversified pool of obligor credit risk.



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