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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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“Interest Distribution Amount” means, with respect to any Class of Notes and any Quarterly Distribution Date, the sum of (i) the aggregate amount of interest accrued at the annual rate at which interest accrues on the Notes of such Class applicable for the Interest Period relating to such Class during the period from, and including, the immediately preceding Quarterly Distribution Date to, but excluding, such Quarterly Distribution Date, on the aggregate outstanding principal amount of the Notes of such Class on the first day of such Interest Period (after giving effect to any redemption of the Notes of such Class or other payment of principal of the Notes of such Class on any preceding Quarterly Distribution Date) plus (ii) any Defaulted Interest in respect of the Notes of such Class and accrued interest thereon.

“Interest Excess” means an amount equal to (a) the sum of (i) the aggregate Principal Balance of the Pledged Collateral Debt Securities on the Ramp-Up Completion Date plus (ii) all Uninvested Proceeds credited to the Uninvested Proceeds Account on the Ramp-Up Completion Date plus (iii) the aggregate Principal Balance of all Eligible Investments purchased with Principal Proceeds credited to the Principal Collection Account on the Ramp-Up Completion Date minus (b) U.S.$500,000,000.

“Interest Only Security” means any Asset-Backed Security that (a) entitles the holders thereof to receive payments that primarily depend on the cash flow from a pool of financial assets and (b) does not provide for payment or repayment of a stated principal amount.

“Interest Proceeds” means, with respect to any Due Period, the sum (without duplication) of:

(1) all payments of interest on the Collateral Debt Securities (other than Defaulted Securities and Written Down Securities), all recoveries above the stated par amount for any Defaulted Security or Written Down Security and any 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 any Credit Default Swap received in cash by the Issuer during such Due Period (excluding accrued interest included in Principal Proceeds pursuant to paragraph (8) of the definition of Principal Proceeds); (2) all accrued interest received in cash by the Issuer during such Due Period with respect to Collateral Debt Securities disposed of by the Issuer (excluding (a) Sale Proceeds received in respect of Defaulted Securities, Deferred Interest PIK Bonds and Written Down Securities (except to the extent such Sale Proceeds on any Defaulted Security or Written Down Security exceed the stated par amount for any such Defaulted Security or Written Down Security) and (b) accrued interest included in Principal Proceeds pursuant to paragraph (8) of the definition of Principal Proceeds); (3) all payments of interest (including any amount representing the accreted portion of a discount from the face amount of an Eligible Investment) on Eligible Investments in any Account (except the Hedge Counterparty Collateral Account, any Credit Default Swap Issuer Account and any Credit Default Swap Counterparty Account) received in cash by the Issuer during such Due Period and all payments of principal, including repayments, on Eligible Investments purchased with amounts from the Interest Collection Account received by the Issuer during such Due Period; (4) all amendment and waiver fees, all late payment fees, and all other fees and commissions received in cash by the Issuer during such Due Period in connection with Collateral Debt Securities and Eligible Investments (other than fees and commissions received in respect of Defaulted Securities, Deferred Interest PIK Bonds and Written Down Securities included as Principal Proceeds pursuant to paragraph (5) of the definition thereof and yield maintenance payments included in Principal Proceeds pursuant to paragraph (9) of the definition thereof); (5) all payments received in cash by the Issuer pursuant to the Hedge Agreement (excluding any payments received by the Issuer by reason of the occurrence of an event of default or termination event that are required to be used for the acquisition of a replacement Hedge Agreement) during such Due Period; (6) all amounts on deposit in the Expense Account that are transferred to the Payment Account for application as Interest Proceeds as described below under “Security for the Notes—The Accounts—Expense Account” during such Due Period, respectively; (7) all payments of interest (including any amounts representing the accreted portion of a discount from the face amount of a U.S. Agency Security) on U.S. Agency Securities (except for amounts representing accrued interest acquired by the Issuer upon acquisition of a U.S. Agency Security) received in cash by the Issuer during such Due Period; (8) for the Due Period in which it is determined whether the Issuer has obtained a Rating Confirmation, the amount, if any, from Uninvested Proceeds on deposit in the Uninvested Proceeds Account on the Ramp-Up Completion Date that is transferred to the Payment Account for application as Interest Proceeds as described under “Security for the Notes—The Accounts—Uninvested Proceeds Account”; (9) all amounts of interest actually transferred from a Credit Default Swap Counterparty Account to the Interest Proceeds Account during such Due Period and (10) any amounts received in cash by the Issuer in respect of Negative Amortization Capitalization Amounts for such Due Period; provided that (x) Interest Proceeds shall in no event include (i) any payment or proceeds specifically defined as “Principal Proceeds” in the definition thereof or (ii) any Excepted Property and (y) payments made by the Hedge Counterparty on a Quarterly Distribution Date will be deemed to have been made during the related Due Period and (z) for purposes of paragraph (10) of this definition, at any time when any Negative Amortization Capitalization Amounts have accrued on a Negative Amortization Security, (1) first, unscheduled payments of principal in respect thereof and (2) second (but only if the related payment report delivered to investors indicates that the aggregate Negative Amortization Capitalization Amount (if any) in respect thereof has remained the same or decreased in the related reporting period), scheduled payments of principal in respect thereof shall be deemed to be applied to the reduction of such aggregate Negative Amortization Capitalization Amount and therefore constitute “Interest Proceeds” for purposes of this definition until such aggregate Negative Amortization Capitalization Amount has been reduced to zero.





“Inventory Financing 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 inventory, existing receivables or contract rights of originators for the provision of goods or services to commercial enterprises.

“Investment Company Act” means the United States Investment Company Act of 1940, as amended and the rules thereunder.

“Investment Grade” means with respect to any security, such security (a) if publicly rated by Moody’s, is rated “Baa3” or higher by Moody’s, (b) if publicly rated by Fitch, is rated “BBB-” or higher by Fitch or (c) if publicly rated by Standard & Poor’s, is rated “BBB-” or higher by Standard & Poor’s.

“IRR” means with respect to each Quarterly Distribution Date, the rate of return on the Preference Shares that would result in a net present value of zero, assuming (a) the original aggregate liquidation preference of the Preference Shares is an initial negative cash flow on the Closing Date and all distributions, if any, on such Quarterly Distribution Date and each preceding Quarterly Distribution Date are positive cash flows, (b) the initial date for the calculation is the Closing Date, (c) the number of days to each subsequent Quarterly Distribution Date from the Closing Date is calculated on the basis of a 360-day year consisting of twelve 30-day months and (d) the calculation is made on a bond-equivalent yield basis.

“Issue” of Collateral Debt Securities means Collateral Debt Securities issued by the same issuer, secured by the same collateral pool.

“Leveraged Loan CDO Securities” means Asset-Backed Securities which entitle the holders thereof to receive payments that depend primarily on the cash flow from a portfolio of commercial loans and industrial bank loans where at least 50% of the obligors on such loans are publicly rated at least “B3” (and, if rated “B3”, such rating from Moody’s is not on watch for possible downgrade) but lower than “Baa3” by Moody’s, at least “B-” but lower than “BBB-” by Fitch or at least “B-” but lower than “BBB-” by Standard & Poor’s (in each case, if rated by such Rating Agency).

“Lottery Receivable 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) upon an arrangement which compensates a winner of a state lottery with one lump sum payment in exchange for a pledge of the lottery payments that individual would have received over a future period of time.

Therefore, Lottery Receivable Securities are backed by a diversified pool of payments received from various state lottery commissions in exchange for a lump sum payment to a bona fide winner of a given state lottery.

“Low-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 20 or lower, or, if a Moody’s Asset Correlation Factor is provided instead of a diversity score, a Moody’s Asset Correlation Factor that is 15% or higher; 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.

“Majority-in-Interest of Preference Shareholders” means, at any time, Preference Shareholders holding more than 50% of all Preference Shares.

“Managed Single Tranche CDO Securities” means CDO Securities that (a) represent the only tranche of securities issued by the issuer in the same offering and (b) the Underlying Portfolios of which consist of a specified pool of revolving financial assets, the composition of which may vary as a result of decisions by the manager of such pool.

“Margin Stock” means “margin stock” as defined under Regulation U issued by the Board of Governors of the Federal Reserve System.

“Manufactured Housing 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 manufactured housing (also known as mobile homes and prefabricated homes) installment sales contracts and installment loan agreements, generally having the following characteristics: (1) the contracts and loan agreements have varying, but typically lengthy contractual maturities; (2) the contracts and loan agreements are secured by the manufactured homes and, in certain cases, by mortgages and/or deeds of trust on the real estate to which the manufactured homes are deemed permanently affixed; (3) the contracts and/or loans are obligations of a large number of obligors and accordingly represent a relatively diversified pool of obligor credit risk; (4) repayment thereof can vary substantially from the contractual payment schedule, with early prepayment of individual loans depending on numerous factors specific to the particular obligors and upon whether, in the case of loans bearing interest at a fixed rate, such loans or securities include an effective prepayment premium; and (5) in some cases, obligations are fully or partially guaranteed by a governmental agency or instrumentality.

“Market Value CDO Securities” means CDO Securities the amortization of which depends on the mark-to-market value of the underlying securities.

“Measurement Date” means any of the following: (a) the Closing Date; (b) the Ramp-Up Completion Date, (c) any date after the Ramp-Up Completion Date on which the Issuer disposes of a Collateral Debt Security or on which a Collateral Debt Security becomes a Defaulted Security or a Deferred Interest PIK Bond; (d) each Determination Date; (e) the last Business Day of each calendar month (other than any calendar month in which a Determination Date occurs and any calendar month ending prior to the Ramp-Up Completion Date); (f) any date on which the Issuer acquires a Collateral Debt Security; and (g) with reasonable notice to the Issuer and the Trustee, any other Business Day that any Rating Agency or holders of more than 50% of aggregate outstanding amount of any Class of Notes requests to be a “Measurement Date”; provided that if any such date would otherwise fall on a day that is not a Business Day, the relevant Measurement Date will be the next succeeding day that is a Business Day.



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