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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 ...»

-- [ Page 54 ] --

“Mid-Prime RMBS 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 residential mortgage loans or balances (including revolving balances) outstanding under lines of credit secured by residential real estate (single or multi-family properties) that generally have the following characteristics: (1) the mortgage loans have standardized payment terms and require minimum monthly payments; (2) the mortgage loans are obligations of numerous borrowers and accordingly represent a very diversified pool of obligor credit risk; and (3) the mortgage loans have a weighted average FICO Score between 625 and 700.

“Monoline Insurer” means a financial guaranty insurance company that guarantees scheduled interest and principal payments on bonds and writes no other line or type of insurance.

“Mutual Fund 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 certain payments accruing under the distribution plans and distribution agreements relating to shares of mutual funds. Mutual Fund Securities generally have the following characteristics: (i) flows consist primarily of sales charges which are payable periodically based on the net asset value of the related mutual fund and contingent deferred sales charges that are paid only upon the redemption of shares in such funds;

(ii) returns on the securitized receivables will vary as the net asset values of the related mutual funds fluctuate due to a variety of factors, including performance of the equity markets, the fixed income markets, international markets, and other markets in which such funds invest; (iii) returns on such receivables are also sensitive to the rate and timing of shareholder redemptions due to the fact that contingent deferred sales charges are based upon the lower of net asset value at the time of purchase or at the time of redemption; and (iv) in the case of U.S. mutual funds, continuance of the cash flows from the securitized receivables is contingent on annual approval of the charges by the directors of the fund, including a majority of the directors that are unaffiliated with the fund.

“NASD” means the National Association of Securities Dealers.

“Natural Resource Receivables 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 the sale of products derived from the right to harvest, mine, extract or exploit a natural resource such as timber, oil, gas and minerals, generally having the following characteristics: (1) the contracts have standardized payment terms; (2) the contracts are the obligations of a few consumers of natural resources and accordingly represent an undiversified pool of credit risk; and (3) the repayment stream on such contracts is primarily determined by a contractual payment schedule.

“Negative Amortization Capitalization Amount” means, with respect to any Negative Amortization Security and any specified period of time, the aggregate amount of accrued interest on such Negative Amortization Security that has been capitalized as principal pursuant to the related Underlying Instruments during such period, as the same may be reduced from time to time pursuant to and in accordance with the related Underlying Instruments.

“Negative Amortization Haircut Amount” means, with respect to any Negative Amortization Security on any date of determination, the excess (if any) of (a) the Negative Amortization Capitalization Amount therefor (if any) for the period from and including the date of issuance thereof to but excluding such date of determination over (b) 5% of the original principal amount of such Negative Amortization Security upon issuance.

“Negative Amortization Security” means an ABS Type Residential Security which (a) permits the related mortgage loan or mortgage loan obligor for a specified period of time to make no repayments of principal and payments of interest in amounts that are less than the interest payments that would otherwise be payable thereon based upon the stated rate of interest thereon, (b) to the extent that interest proceeds received in respect of the related underlying collateral are insufficient to pay interest that is due and payable thereon, permits principal proceeds received in respect of the related underlying collateral to be applied to pay such interest shortfall and (c) to the extent that the aggregate amount of interest proceeds and principal proceeds received in respect of the related underlying collateral are insufficient to pay interest that is due and payable thereon, permits such unpaid interest to be capitalized as principal and itself commence accruing interest at the applicable interest rate, in each case pursuant to the related Underlying Instruments.

“Net Interest Margin Securities” means Asset-Backed Securities that generally entitle the holders thereof to receive payments that depend primarily on one or more of the excess spread cash flow, prepayment penalty cash flow, derivative-related cash flow and other residual cash flow from one or more separate or related securitizations. After the Closing Date, an Asset-Backed Security may be designated as a Net Interest Margin Security in a written notice from the Collateral Servicer to the Trustee.





“Net Outstanding Portfolio Collateral Balance” means, as of any Measurement Date, an amount equal to (a) the aggregate Principal Balance on such Measurement Date of all Pledged Collateral Debt Securities plus (b) without duplication, the aggregate amount of all Principal Proceeds and Uninvested Proceeds held as cash and the aggregate Principal Balance of all Eligible Investments and U.S. Agency Securities acquired with Principal Proceeds or Uninvested Proceeds and any amount on deposit at such time in the Principal Collection Account or the Uninvested Proceeds Account (without duplication) minus (c) the aggregate Principal Balance on such Measurement Date of all Pledged Collateral Debt Securities that are Defaulted Securities or Deferred Interest PIK Bonds plus (d) for each Defaulted Security or Deferred Interest PIK Bond, the Calculation Amount with respect to such Defaulted Security or Deferred Interest PIK Bond; provided that (1) solely for purposes of the “Eligibility Criteria” and as used in the definition of Fair Market Value, on or prior to the Ramp-Up Completion Date, the Net Outstanding Portfolio Collateral Balance shall equal U.S.$500,000,000 (except that, on or prior to the Ramp-Up Completion Date, for paragraph (28) of the Eligibility Criteria, in calculating the percentage that is “equal to or greater than” the Net Outstanding Portfolio Collateral Balance, the Net Outstanding Portfolio Collateral Balance shall be calculated without regard to this proviso), (2) solely for purposes of paragraph (B)(1) under “Description of the Notes—Priority of Payments—Interest Proceeds”, on the first Quarterly Distribution Date on or after the Ramp-Up Completion Date, the Net Outstanding Portfolio Collateral Balance on the first day of the related Due Period shall be deemed to be equal to the sum of the Net Outstanding Portfolio Collateral Balance on each day during the related Due Period divided by the number of days in such Due Period and (3) solely for the purpose of calculating the Net Outstanding Portfolio Collateral Balance in connection with the Class A/B Overcollateralization Test, the Class C Overcollateralization Test, the Class D Overcollateralization Test, the Event of Default described in clause (h) under “Events of Default” and the removal of the Collateral Servicer for "cause" pursuant to clause (b)(v) under “The Collateral Servicing Agreement—Removal for Cause", the “Net Outstanding Portfolio Collateral Balance” means (A) the amount determined pursuant to the preceding clauses of this definition minus (B) for each Negative Amortization Security, the Negative Amortization Haircut Amount (if any) with respect to such Negative Amortization Security.

“Noteholder” means the person in whose name a Note is registered in the Note Register.

“Offer” means, with respect to any security, (a) any offer by the issuer of such security or by any other person made to all of the holders of such security to purchase or otherwise acquire such security (other than pursuant to any redemption in accordance with the terms of the related Underlying Instruments) or to convert or exchange such security into or for cash, securities or any other type of consideration or (b) any solicitation by the issuer of such security or any other person to amend, modify or waive any provision of such security or any related Underlying Instrument.

“Oil and Gas 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 (a) a pool of franchise loans made to operators of franchises that provide oil and gasoline and provide other services related thereto and (b) leases or subleases of equipment to such operators for use in the provision of such goods and services, generally having the following characteristics: (1) the loans, leases or subleases have varying contractual maturities; (2) the loans are secured by real property purchased or improved with the proceeds thereof (or to refinance an outstanding loan the proceeds of which were so used); (3) the obligations of the lessors or sublessors of the equipment may be secured not only by the leased equipment but also the related real estate; (4) the loans, leases and subleases are obligations of a relatively limited number of obligors and accordingly represent a relatively undiversified pool of obligor credit risk; (5) payment of the loans can vary substantially from the contractual payment schedule (if any), with 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 include an effective prepayment premium; (6) the repayment stream on the 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, a sublessee or third party of the underlying equipment;

(7) such leases and 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 a lease term for excess usage or wear and tear; and (8) the ownership of a franchise right or other similar license and the creditworthiness of such franchise operators is the primary factor in any decision to invest in these securities.

“Original Purchaser” means a purchaser of Offered Securities on the Closing Date.

“PIK Bond” means any security that, pursuant to the terms of the related Underlying Instruments, permits the payment of interest thereon to be deferred and capitalized as additional principal thereof or that issues identical securities in place of payments of interest in cash; provided that in no event will a Negative Amortization Security constitute a “PIK Bond” for purposes of this definition.

“Pledged Collateral Debt Security” means, as of any date of determination, any Collateral Debt Security that has been pledged to the Trustee and has not been released from the lien of the Indenture.

“Preference Share Documents” means the Issuer Charter and related resolutions, the Preference Share Paying Agency Agreement and certain resolutions passed by the Issuer’s board of directors concerning the Preference Shares.

“Preference Share Redemption Date Amount” means, in respect of any Quarterly Distribution Date, the amount required (after taking into account any dividends or other distributions made or to be made to the holders of the Preference Shares on such Quarterly Distribution Date and all prior Quarterly Distribution Dates in accordance with the Priority of Payments) to ensure that, after distribution of such amount to the Preference Shareholders, such Preference Shareholders shall have received (x) for any Quarterly Distribution Date from and including the Quarterly Distribution Date in September 2014 to but excluding the Quarterly Distribution Date in September 2015, an IRR of not less than 8.00% per annum on the Preference Shares for the period from the Closing Date to such Quarterly Distribution Date, (y) for any Quarterly Distribution Date from and including the Quarterly Distribution Date in September 2015 to but excluding the Quarterly Distribution Date in September 2016, an IRR of not less than 4.00% per annum on the Preference Shares for the period from the Closing Date to such Quarterly Distribution Date, or (z) for any Quarterly Distribution Date after and including the Quarterly Distribution Date in September 2016, an IRR of not less than 0.00% per annum on the Preference Shares for the period from the Closing Date to such Quarterly Distribution Date.

“Prime RMBS Securities” means Prime RMBS Securities (Jumbo) and Prime RMBS Securities (Alt-A or Mixed Pools).



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