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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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“Equipment Leasing 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 leases and subleases of equipment (other than automobiles) to commercial and industrial customers, generally having the following characteristics: (1) the leases and subleases have varying contractual maturities; (2) the leases or subleases are obligations of a relatively limited number of obligors and accordingly represent an undiversified pool of obligor credit risk; (3) the repayment stream on such leases and subleases is primarily determined by a contractual payment schedule, with early termination of such leases and subleases predominantly dependent upon the disposition to a lessee, sublessee or third party of the underlying equipment; and (4) such leases or subleases typically provide for the right of the lessee or sublessee to purchase the equipment for its stated residual value, subject to payments at the end of lease term for excess usage.

“Equity Security” means any security, obligation or other property (other than cash) acquired by the Issuer as a result of the exercise or conversion of a Collateral Debt Security, in conjunction with the acquisition of a Collateral Debt Security or in exchange for a Defaulted Security.

“ERISA” means The United States Employee Retirement Income Security Act of 1974, as amended.

“Excepted Property” means (a) the U.S.$1,000 of capital contributed by the owners of the Issuer’s ordinary shares in accordance with the Issuer Charter and U.S.$1,000 representing a profit fee to the owners of the Issuer’s ordinary shares, together with, in each case, any interest accruing thereon and the bank account in which such cash is held, (b) the shares of the Co-Issuer and any assets of the CoIssuer and (c) the Preference Share Reserve Account and any funds therein.

“Excluded Synthetic CDO Security” means any Synthetic CDO Security that contains an underlying derivative transaction (or an instrument the underlying assets of which comprise of one or more underlying derivative transactions) for which (i) the seller of credit protection (the “Protection Seller”) under a credit derivative transaction (or any other derivative transaction which contains characteristics of a credit derivative transaction) undertakes to make payments to the buyer of credit protection (the “Protection Buyer”), in respect of interest shortfalls on one or more reference obligations under such derivative transaction (an “Interest Shortfall Undertaking”) and (ii) either, no interest shortfall cap is applicable, or a “Variable Cap” rather than a “Fixed Cap” is applicable, i.e., an interest shortfall cap pursuant to which the amount of interest shortfall payable in respect of an interest period by the Protection Seller shall not be limited to the premium payable to such Protection Seller for such interest period.

"Fair Market Value" of any Collateral Debt Security means, at any time, (i) an amount (determined by the Issuer with the assistance of the Collateral Servicer provided in accordance with the Collateral Servicing Agreement) equal to (x) the average of the firm bona fide bids obtained by the Collateral Servicer from not less than three Approved Dealers in accordance with the Indenture, which Approved Dealers are Independent from one another and from the Collateral Servicer, (y) if the Collateral Servicer is in good faith unable to obtain such bids from at least three Approved Dealers in accordance with the Indenture, the lesser of the firm bona fide bids obtained by the Issuer from not less than two Approved Dealers in accordance with the Indenture, which Approved Dealers are Independent from one another and from the Collateral Servicer, or (z) if the Collateral Servicer is in good faith unable to obtain such bids from such two Approved Dealers in accordance with the Indenture, the firm bona fide bid for such Collateral Debt Security obtained by the Issuer at such time from the only bidding Approved Dealer, which Approved Dealer is Independent from the Collateral Servicer, or (ii) the lesser of the prices for such Collateral Debt Security on such date provided by two pricing services chosen by the Collateral Servicer, which pricing services are Independent from one another and the Collateral Servicer; provided that (a) if the Collateral Servicer is in good faith unable to obtain firm bona fide bids on such Collateral Debt Security pursuant to any of the subclauses (x), (y) and (z) of clause (i) but is able to obtain firm bona fide bids from the requisite number of Approved Dealers with respect to the same security in a principal amount other than the principal amount of such Collateral Debt Security in accordance with such subclause, the “Fair Market Value” of such Collateral Debt Security shall be equal to the amount determined pursuant to such subclause using the firm bona fide bids (or bona fide bid) obtained for such security in such other principal amount adjusted to reflect the actual principal amount of such Collateral Debt Security; provided that the aggregate outstanding principal amount of all Collateral Debt Securities for which the "Fair Market Value" is determined pursuant to this clause (a) may not exceed 10% of the Net Outstanding Portfolio Collateral Balance, (b) if, after giving effect to the determination of the "Fair Market Value" of a Collateral Debt Security pursuant to subclause (z) of clause (i) above, the aggregate outstanding principal amount of all Collateral Debt Securities the “Fair Market Value” of which was determined pursuant to such subclause (z) exceeds 10% of the Net Outstanding Portfolio Collateral Balance, the “Fair Market Value” of such Collateral Debt Security will be 95% of the bid obtained by the Collateral Servicer pursuant to such subclause (z) and (c) if the Collateral Servicer is in good faith unable to obtain bona fide bids for such Collateral Debt Security from at least one Approved Dealer or to obtain a price from at least two such pricing services, the "Fair Market Value" of such Collateral Debt Security shall be the lower of (i) the value of such Collateral Debt Security as determined by the Collateral Servicer in good faith and (ii) the Standard & Poor's Weighted Average Recovery Rate for such Collateral Debt Security, and the Collateral Servicer shall notify the Trustee and each Rating Agency in writing that it has determined the fair market value of such Collateral Debt Security pursuant to this clause (c); provided that the aggregate principal balance of all Collateral Debt Securities for which the Fair Market Value is determined pursuant to this clause (c) may not exceed 5% of the Net Outstanding Portfolio Collateral Balance (and the aggregate principal balance of such Collateral Debt Securities in excess of such amount shall have a “Fair Market Value” equal to zero); provided further that, the "Fair Market Value" of any Collateral Debt Security for which the Fair Market Value is determined pursuant to this clauses (c) shall be reduced to zero if the Collateral Servicer is unable to obtain bona fide bids for such Collateral Debt from at least one Approved Dealer or to obtain prices from at least two such pricing services for 30 consecutive days (until the Collateral Servicer obtains bona fide bids for such Collateral Debt Security from at least one Approved Dealer or obtains prices from at least two such pricing services).





“Fitch” means Fitch Ratings.

“Fixed Rate Security” means any Collateral Debt Security other than a Floating Rate Security.

“Floating Rate Security” means any Collateral Debt Security that is expressly stated to bear interest based upon LIBOR (as the definition thereof shall be applied as if such Collateral Debt Security were a Note and using an Interest Period based on the terms of such Collateral Debt Security).

“Form Approved Credit Default Swap” means one or more Credit Default Swaps, the form of the documents in respect of which has satisfied the Rating Condition.

“Forward Sale Agreement” means the Forward Sale Agreement dated as of as of July 31, 2006, between Credit Suisse, Cayman Islands branch and the Issuer.

“Franchise Securities” means Oil and Gas Securities and Restaurant and Foodservice Securities.

“Future Flow 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 receivables or contract rights of originators for the provision of goods or services to consumers and commercial enterprises: (1) the securities evidence the right to receive future cash flows; (2) the securities are not backed by existing receivables or contract rights, but rather the ability of the originator to continue to generate sufficient levels of receivables or contract rights in the future; (3) the securities may be rated higher than the sovereign risk of the country of organization or incorporation of the originator; and (4) the receivables represent obligations from a limited number of obligors and accordingly represent an undiversified pool of obligor credit risk.

“Healthcare 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 contracts entitling health care providers to receive payments from third party insurance programs for medical services (and any ancillary services and sales) provided, generally having the following characteristics: (1) the contracts have standardized payment terms; and (2) the contract balances are obligations of third party insurers and accordingly represent a very diversified pool of obligor credit risk.

“Guaranteed Asset-Backed Security” means an Asset-Backed Security as to which the timely payment of interest when due, and the payment of principal no later than the Stated Maturity thereof, is unconditionally guaranteed pursuant to an insurance policy, guarantee or other similar instrument issued by a Monoline Insurer, but only if such insurance policy, guarantee or other similar instrument (1) expires no earlier than such Stated Maturity, (2) provides that payment thereunder is independent of the performance by the obligor on the relevant Asset-Backed Security and (3) is issued by a Monoline Insurer having a credit rating assigned by a nationally recognized statistical rating organization that currently rates such Monoline Insurer that is higher than the credit rating assigned by such rating organization to such Asset-Backed Security determined without giving effect to such insurance policy, guarantee or other similar instrument.

“High-Diversity CDO Securities” means Asset-Backed Securities that entitle the holders thereof to receive payments that primarily depend on the cash flow from a portfolio of commercial and industrial bank loans, other Asset-Backed Securities or Corporate Debt Securities or synthetic securities or any combination of the foregoing with an underlying pool of obligations that have a Moody’s diversity score that is higher than 20, or, if a Moody’s Asset Correlation Factor is provided instead of a diversity score, a Moody’s Asset Correlation Factor that is lower than 15%; provided that such dependence may in addition be conditioned upon rights or additional assets designed to assure the servicing or timely distribution of proceeds to holders of the Asset-Backed Securities such as a financial guaranty insurance policy. As used in this definition with respect to the underlying pool, “diversity score” and “Moody’s Asset Correlation Factor” is the most recent generally available diversity score or Moody’s Asset Correlation Factor to the holders of the obligations.

“High Grade ABS CDO Security” means an ABS CDO Security that entitles the holder thereof to receive payments that primarily depend on the cashflow from a portfolio of financial assets (subject to specified investment and management criteria) the aggregate principal balance of which consists of at least 80% of Asset-Backed Securities, and that is issued by an entity formed for the purpose of holding or investing or reinvesting in such financial assets and the Underlying Portfolio of which has a Moody’s Maximum Rating Distribution that is less than or equal to 75.

“Hybrid Security” means any Asset-Backed Security (including Asset-Backed Securities the payments on which primarily depend on the cash flow from adjustable-rate mortgages) that, pursuant to its Underlying Instruments, bears interest at a fixed rate for a limited period of time, after which it bears interest based upon a floating rate index for U.S. dollar-denominated obligations commonly used as a reference rate in the United States of America or the United Kingdom.

“Insurance-Linked Securities” means Asset-Backed Securities that generally entitle the holders thereof to receive payments that primarily depend on the cash flow from qualified investments and a reinsurance agreement or risk swap agreement, generally having the following characteristics: (1) the payment of interest and the repayment of principal is linked to insurance related losses that result from natural events such as seismic events, wind storms or other weather-related events that occur in a specified location during a specified time; and (2) if a covered natural event causes insured losses in excess of a specified amount investors may lose all or a portion of the principal amount of their security.



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