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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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“Project Finance 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 (1) the sale of products, such as electricity, nuclear energy, steam or water, in the utility industry by a special purpose entity formed to own the assets generating or otherwise producing such products and such assets were or are being constructed or otherwise acquired primarily with the proceeds of debt financing made available to such entity on a limited-recourse basis (including recourse to such assets and the land on which they are located) or (2) fees or other usage charges, such as tolls collected on a highway, bridge, tunnel or other infrastructure project, collected by a special purpose entity formed to own one or more such projects that were constructed or otherwise acquired primarily with the proceeds of debt financing made available to such entity on a limited-recourse basis (including recourse to the project and the land on which it is located).

“Pro Rata Condition” means a condition that exists if (x) the aggregate Principal Balance of all Collateral Debt Securities held by the Issuer is greater than or equal to 50% of the Net Outstanding Portfolio Collateral Balance on the Ramp-Up Completion Date and (y) no Principal Proceeds have been used to satisfy any Coverage Test on the applicable or any prior Quarterly Distribution Date.

“Pure Private Asset Backed Security” means any security that was not (i) issued pursuant to an effective registration statement under the Securities Act or (ii) a privately placed security that is eligible for resale under Rule 144A or Regulation S under the Securities Act.

“Purchase Agreement” means the purchase agreement dated as of July 31, 2006, between the Initial Purchaser and the Co-Issuers relating to the placement of the Notes and Preference Shares.

“Qualified Institutional Buyer” has the meaning given in Rule 144A under the Securities Act.

“Qualified Purchaser” means (a) a “qualified purchaser” as defined in the Investment Company Act, or (b) a company beneficially owned exclusively by one or more “qualified purchasers”.

“Qualifying Foreign Obligor” means a corporation, partnership or other entity organized or incorporated in Australia, Canada, the Netherlands, the United Kingdom, Germany, France, Ireland, New Zealand, Sweden or Switzerland; provided that, at the time of such purchase of any Collateral Debt Security, such country has a foreign currency credit rating of at least “AA” by Standard & Poor’s and at least “Aa2” from Moody’s (and, if rated “Aa2”, such rating from Moody’s has not been placed on a watch list for possible downgrade).

“Quarterly Asset Amount” means, with respect to any Quarterly Distribution Date, the Net Outstanding Portfolio Collateral Balance on the first day of the related Due Period; provided that, with respect to the first Quarterly Distribution Date on or after the Ramp-Up Completion Date, the Quarterly Asset Amount shall mean 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.

“Ramp-Up Completion Date” means the date that is the earlier of (a) November 15, 2006 and (b) the first day on which the aggregate Principal Balance of the Pledged Collateral Debt Securities plus the aggregate amount of all accrued and unpaid interest to the date of acquisition on all Pledged Collateral Debt Securities acquired on the Closing Date or during the Ramp-Up Period with Uninvested Proceeds plus the aggregate Principal Balance of all Eligible Investments purchased with Principal Proceeds on deposit in the Principal Collection Account is at least equal to U.S.$500,000,000.

“Rating Condition” means, with respect to any action taken or to be taken under the Indenture, a condition that is satisfied when each of Moody’s and Standard & Poor’s (or if the Indenture expressly so specifies in respect of such action, the specified Rating Agency) has confirmed in writing to the Trustee that such action will not result in the withdrawal, reduction or other adverse action with respect to any then-current rating (including any private or confidential rating) by such Rating Agency of any Class of Notes.

“Recreational Vehicle/Boat Securities” means Asset-Backed Securities (other than Automobile Securities and Equipment Leasing 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 installment sale loans made to finance the purchase of (either as a part of a dealer’s inventory or for end users), or from leases of, recreational vehicles or boats generally having the following characteristics: (1) the loans or leases may have varying contractual maturities; (2) the loans or leases are obligations of numerous borrowers or lessors and accordingly represent a very diversified pool of obligor credit risk; (3) the repayment stream on such loans or leases is primarily determined by a contractual payment schedule, with early repayment on such loans or leases predominantly dependent upon the disposition of the underlying recreational vehicle or boat; and (4) such leases typically provide for the right of the lessee to purchase the recreational vehicle or boat for its stated residual value.





“Redemption Date” means any date set for a redemption of Notes pursuant to an Auction Call Redemption, a Tax Redemption or an Optional Redemption, or if such date is not a Business Day, the next following Business Day.

“Redemption Price” means, with respect to any Note to be redeemed, an amount (determined without duplication), equal to (i) the aggregate outstanding principal amount of such Note (including any Class C Deferred Interest or Class D Deferred Interest, if applicable) plus (ii) accrued interest thereon (including Defaulted Interest and accrued, unpaid and uncapitalized interest on Defaulted Interest, if any);

provided that, in the case of a Tax Redemption where an Affected Class of Notes elects to receive less than 100% of the portion of the Total Senior Redemption Amount that would otherwise be payable to holders of such Affected Class, the Redemption Price as to such Affected Class is the amount agreed upon by such Affected Class (and the Total Senior Redemption Amount will be reduced accordingly).

“Reference Obligation” means (a) any CDO Security, any RMBS Security, any CMBS Security or any other Asset-Backed Security or (b) a specified pool of financial assets, either static or revolving (the composition of which cannot vary as a result of a decision by the Collateral Servicer, the relevant Credit Default Swap Counterparty or their respective Affiliates), that by its terms converts into cash within a finite time period, in each case in respect of which the Issuer has obtained a Credit Default Swap and which, if acquired by the Issuer, would satisfy the Eligibility Criteria; provided that any such specified pool of financial assets shall not contain any Credit Default Swaps.

“Reference Obligor” means the obligor on a Reference Obligation(s).

“Regulation S” means Regulation S promulgated under the Securities Act.

“REIT Debt Securities” means debt securities issued by real estate investment trusts (as defined in Section 856 of the Code or any successor provision) whose assets consist of real property interests including mortgages on real property interests.

“Residential ABS Securities” means Prime RMBS Securities, Mid-Prime RMBS Securities, SubPrime RMBS Securities and any other type of Asset-Backed Securities that becomes a Specified Type after the Closing Date and is designated as “Residential ABS Securities” in connection therewith.

“Restaurant and Food Services 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 goods and services relating to the restaurant and food services industries and (b) leases or subleases of equipment to such operators for use in the provision of such goods and services. They generally have 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.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Sale Proceeds” means all proceeds received as a result of dispositions of Collateral Debt Securities pursuant to the Indenture or an Auction or otherwise which shall: (a) include, in the case of any Credit Default Swap, the proceeds of disposition of any Deliverable Obligations delivered in respect thereof and any distribution received in respect of property credited to a Credit Default Swap Counterparty Account if the Credit Default Swap or the Credit Default Swap Counterparty’s security interest therein is terminated or the Credit Default Swap is terminated or assigned; and (b) be calculated net of any reasonable out-of-pocket expenses of the Issuer, the Collateral Servicer or the Trustee in connection with any such termination, disposition or assignment.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Servicing Fee” means the fee payable to the Collateral Servicer in arrears on each Quarterly Distribution Date pursuant to the Collateral Servicing Agreement, in an amount equal to 0.20% per annum of the Quarterly Asset Amount for such Quarterly Distribution Date; provided that the Senior Servicing Fee will be payable on each Quarterly Distribution Date only to the extent of funds available for such purpose in accordance with the Priority of Payments. Any accrued but unpaid Senior Servicing Fee will be deferred. Any unpaid Senior Servicing Fee that is deferred (whether as a result of the operation of the Priority of Payments as described herein or at the option of the Collateral Servicer pursuant to the Indenture), will accrue interest at a rate set forth in the Indenture and will be paid (with interest) on the next succeeding Quarterly Distribution Date to the extent funds are available for such purpose in accordance with the Priority of Payments “Servicer” means, with respect to any Collateral Debt Security, the entity (however described in the applicable Underlying Instrument) that, absent any default, event of default or similar condition (however described), is primarily responsible for managing, servicing, monitoring and otherwise administering the cash flows from which payments to investors in such Collateral Debt Security are made.

“Single-Name Credit Default Swap” means a Credit Default Swap that references only one Reference Obligation.

“Small Business Loan 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 general purpose corporate loans made to “small business concerns” (generally within the meaning given to such term by regulations of the United States Small Business Administration), including those (a) made pursuant to Section 7(a) of the United States Small Business Act, as amended, and (b) partially guaranteed by the United States Small Business Administration. Small Business Loan Securities generally have the following characteristics: (1) the loans have payment terms that comply with any applicable requirements of the Small Business Act, as amended; (2) the loans are obligations of a relatively limited number of borrowers and accordingly represent an undiversified pool of obligor credit risk; and (3) repayment thereof can vary substantially from the contractual payment schedule (if any), 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.

“Special Purpose Vehicle Jurisdiction” means (a) the Cayman Islands, the Bahamas, Bermuda, the Netherlands Antilles, the Channel Islands and (b) any other jurisdiction that is commonly used as the place of organization or incorporation of special or limited purpose vehicles that issue AssetBacked Securities and with respect to the designation of which the Rating Condition with respect to Standard & Poor’s is satisfied; provided that no jurisdiction shall be a Special Purpose Vehicle Jurisdiction unless such jurisdiction generally imposes no or nominal tax on the income of special purpose vehicles.



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