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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 55 ] --

“Prime RMBS Securities (Alt-A or Mixed Pools)” 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 (on a first or second priority basis, subject to permitted liens, easements and other encumbrances) by residential real estate (single or multi-family properties) the proceeds of which are used to purchase real estate and purchase or construct dwellings thereon (or to refinance indebtedness previously so used), generally having the following characteristics: (1) the mortgage loans have generally not been underwritten to the standards of the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation (without regard to the size of the loan); (2) the mortgage loans have standardized payment terms and require minimum monthly payments; (3) the mortgage loans are obligations of numerous borrowers and accordingly represent a very diversified pool of obligor credit risk;

(4) the repayment of such mortgage loans is subject to a contractual payment schedule, with early repayment depending primarily on interest rates and the sale of the mortgaged real estate and related dwelling; and (5) the weighted average FICO® score of the residential mortgage loans is greater than 700.

“Prime RMBS Securities (Jumbo)” 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 (on a first or second priority basis, subject to permitted liens, easements and other encumbrances) by residential real estate (single or multi-family properties) the proceeds of which are used to purchase real estate and purchase or construct dwellings thereon (or to refinance indebtedness previously so used), generally having the following characteristics: (1) the mortgage loans have generally been underwritten to the standards of the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation (without regard to the size of the loan); (2) the mortgage loans have standardized payment terms and require minimum monthly payments; (3) the mortgage loans are obligations of numerous borrowers and accordingly represent a very diversified pool of obligor credit risk;

(4) the repayment of such mortgage loans is subject to a contractual payment schedule, with early repayment depending primarily on interest rates and the sale of the mortgaged real estate and related dwelling; and (5) the weighted average FICO® score of the residential mortgage loans is greater than 700.

“Principal Balance” or “par” means, with respect to any pledged security or other Collateral Debt Security, as of any date of determination, the outstanding principal amount of such pledged security or

Collateral Debt Security; provided that:

(a) the Principal Balance of a Collateral Debt Security received upon acceptance of an Offer for another Collateral Debt Security, which Offer expressly states that failure to accept such Offer may result in a default under the Underlying Instruments, shall be deemed to be the Calculation Amount of such other Collateral Debt Security until such time as Interest Proceeds and Principal Proceeds, as applicable, are received when due with respect to such other Collateral Debt Security;

(b) the Principal Balance of any Credit Default Swap shall be the Notional Amount thereof (as defined in the in the Confirmation relating thereto);

(c) the Principal Balance of any Equity Security, unless otherwise expressly stated herein, shall be deemed to be zero;

(d) the Principal Balance of any Eligible Investment or U.S. Agency Security that does not pay cash interest on a current basis will be the lesser of par and the original issue price thereof;

(e) the Principal Balance of any Written Down Security shall be deemed to be the lesser of (i) the Fair Market Value of such Written Down Security and (ii) the Principal Balance of such Collateral Debt Security (determined without regard to this clause (e)) minus the aggregate par amount of all defaulted collateral securing such Issue in excess of the aggregate par amount of all other securities secured by the same pool of collateral that rank junior in priority of payment to such Collateral Debt Security (as reported to holders of such Written Down Security in the most recent report delivered to holders of such Written Down Security in accordance with its Underlying Instruments and received by the Trustee);

(f) the Principal Balance of any Defaulted Security that is held by the Issuer for more than two years after it first became a Defaulted Security will be zero; and (g) the Principal Balance of a Negative Amortization Security will be (i) the original principal amount of such Negative Amortization Security on the date of issuance thereof (which amount shall in no event be adjusted to reflect any Negative Amortization Capitalization Amounts thereon) minus (ii) the aggregate amount of all payments made in respect of principal thereof (excluding any payments made in respect of Negative Amortization Capitalization Amounts for any period) from and including the date of issuance thereof to but excluding such date of determination.





Solely for the for purposes of calculating the Net Outstanding Portfolio Collateral Balance in connection with the Coverage Tests or in connection with the determination whether a Pro Rata Condition exists, the Principal Balance of any Collateral Debt Security shall be reduced by the Discount Haircut Amount, if any.

Solely for purposes of calculating the Net Outstanding Portfolio Collateral Balance in connection with the Coverage Tests, an Event of Default described in clause (h) under “Events of Default” and the removal of the Collateral Servicer for "cause" pursuant to clause (iii) of Section (b) under “The Collateral Servicing Agreement—Removal for Cause", if a Moody’s Rating or Standard & Poor’s Rating set forth in the table below is applicable to a Collateral Debt Security (other than any Equity Security, Defaulted Security, Deferred Interest PIK Bond or Written Down Security), then the Principal Balance of such Collateral Debt Security shall be multiplied by the “Discount Percentage” opposite the Moody’s Rating or Standard &

Poor’s Rating applicable to such Collateral Debt Security in the table below:

–  –  –

Collateral Debt Securities having a Standard & Poor’s Rating of “BB+”, “BB” or “BB-“ or a Moody's Rating of "Ba1", “Ba2” or “Ba3” shall be excluded from the operation of the foregoing provision so long as the aggregate Principal Balance of all such Pledged Collateral Debt Securities (determined without regard to the foregoing provision) does not exceed 10% of the Net Outstanding Portfolio Collateral Balance (this 10% being satisfied first by the highest-rated Collateral Debt Securities having a Standard & Poor’s Rating of “BB+”, “BB” or “BB-“ or a Moody's Rating of "Ba1", “Ba2” or “Ba3”) and thereafter the “Discount Percentage” shall only be applied to such Collateral Debt Securities in excess of such 10% of the Net Outstanding Portfolio Collateral Balance.

Solely for purposes of calculating the Net Outstanding Portfolio Collateral Balance in connection with the determination whether a Pro Rata Condition exists, if a Standard & Poor’s Rating set forth in the table below is applicable to a Collateral Debt Security (other than any Equity Security, Defaulted Security, Deferred Interest PIK Bond or Written Down Security), then the Principal Balance of such Collateral Debt Security shall be multiplied by the “Discount Percentage” opposite such Standard & Poor’s Rating

applicable to such Collateral Debt Security in the table below:

–  –  –

Collateral Debt Securities having a Standard & Poor’s Rating of “BB+”, “BB” or “BB-” shall be excluded from the operation of the foregoing provision so long as the aggregate Principal Balance of all such Pledged Collateral Debt Securities (determined without regard to the foregoing provision) does not exceed 10% of the Net Outstanding Portfolio Collateral Balance (this 10% being satisfied first by the highest-rated Collateral Debt Securities having a Standard & Poor’s Rating of “BB+”, “BB” or “BB-”) and thereafter the “Discount Percentage” shall only be applied to such Collateral Debt Securities in excess of such 10% of the Net Outstanding Portfolio Collateral Balance.

In the event that unanticipated events affect market conditions generally, the applicability of the Discount Percentages to the calculation of the Net Outstanding Portfolio Collateral Balance described above (including the applicable percentages and ratings, as well as the definitions used therein) may be modified if (i) the Rating Condition with respect to Moody’s (insofar as the application of the Discount Percentage relates to the Moody’s Rating) and Standard & Poor’s (insofar as the application of the Discount Percentage relates to the Standard & Poor’s Rating) is satisfied with respect to such modification and (ii) a Majority of the Controlling Class consents to such modification.

“Principal Only Security” means any security that does not provide for the periodic payment of interest.

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

(1) all Uninvested Proceeds remaining on deposit in the Uninvested Proceeds Account on the Ramp-Up Completion Date that are not included in Interest Proceeds pursuant to paragraph (8) of the definition thereof; (2) all payments of principal of the Collateral Debt Securities received in cash by the Issuer during such Due Period including prepayments or mandatory sinking fund payments, or payments in respect of optional redemptions, exchange offers, tender offers, recoveries on Defaulted Securities, Deferred Interest PIK Bonds and Written Down Securities (other than recoveries above the stated par amount for any Defaulted Security or Written Down Security), including the proceeds of a disposition of any Equity Security and any amounts received as a result of optional redemptions, exchange offers, tender offers for any Equity Security received in cash by the Issuer during such Due Period]; (3) Sale Proceeds received in cash by the Issuer during such Due Period (including as a result of the disposition of any Credit Risk Security, Written Down Security, Deferred Interest PIK Bond or Defaulted Security but excluding those included in Interest Proceeds as defined above and those applied in accordance with “Security for the Notes—The Accounts—Uninvested Proceeds Account”), but only to the extent such Sale Proceeds were not applied to acquire substitute Collateral Debt Securities during the Reinvestment Period; (4) all payments of principal on Eligible Investments purchased with amounts from the Principal Collection Account or Uninvested Proceeds Account (excluding any amount representing the accreted portion of a discount from the face amount of an Eligible Investment and any amounts received in respect of Negative Amortization Capitalization Amounts for such Due Period deemed to be Interest Proceeds) received in cash by the Issuer during such Due Period; (5) all amendment, waiver, late payment fees and other fees and commissions, received in cash by the Issuer during such Due Period in respect of Defaulted Securities, Deferred Interest PIK Bonds and Written Down Securities; (6) any proceeds resulting from the termination and liquidation of the Hedge Agreement received in cash by the Issuer during such Due Period, to the extent such proceeds exceed the cost of entering into a replacement Hedge Agreement in accordance with the requirements of the Indenture and such proceeds are not included in Interest Proceeds pursuant to paragraph (5) of the definition thereof; (7) all payments received in cash by the Issuer during such Due Period that represent call, prepayment or redemption premiums;

(8) all payments of interest received in cash by the Issuer during such Due Period to the extent that they represent accrued and unpaid interest to the date of acquisition on Collateral Debt Securities acquired after the Ramp-Up Completion Date; (9) yield maintenance payments received in cash by the Issuer during such Due Period; (10) all payments of interest (including accrued interest) on Defaulted Securities, Deferred Interest PIK Bonds and Written Down Securities received in cash by the Issuer during such Due Period and any other payments in respect thereof not addressed in paragraphs (1) through (9) above received in cash by the Issuer during such Due Period; (11) all cash and principal payments received in respect of Eligible Investments credited to the Principal Collection Account in accordance with the provisions of the Indenture during such Due Period; (12) all payments in respect of U.S. Agency Securities received in cash by the Issuer during such Due Period other than interest on and other income in respect of U.S. Agency Securities transferred to the Payment Account for application as Interest Proceeds as described under “Description of the Notes—The Accounts—Uninvested Proceeds Account” and payments in respect of interest from U.S. Agency Securities included in Interest Proceeds pursuant to paragraph (7) of the definition of Interest Proceeds; and (13) all other payments received in such Due Period in connection with the Collateral Debt Securities and Eligible Investments (other than those credited to the Hedge Counterparty Collateral Account, any Credit Default Swap Issuer Account or any Credit Default Swap Counterparty Account) that are not included in Interest Proceeds; provided that in no event will Principal Proceeds include the U.S.$1,000 of capital contributed by the owners of the ordinary shares of the Issuer in accordance with the Issuer Charter or U.S.$1,000 representing a profit fee to the Issuer.



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