EFTA01376368.pdf

Priority of Payments, will result in sufficient funds remaining (i) in the case of the Class A Notes, for the timely payment of interest and ultimate payment of principal on such Class, and (ii) in the case of any other Class of Senior Notes, for the ultimate payment of principal and interest on such Class. "Business Day": (i) Any day that is not a Saturday, Sunday or a day on which banking institutions are authorized or obligated by law, regulation or executive order to close in New York City or the city of the Corporate Trust Office of the Trustee or, in the case of the final payment of principal of a Security, the place of presentation of such Security or (ii) for the sole purpose of the determination of LIBOR Determination Dates, any day on which dealings in deposits in U.S. Dollars are transacted in the London interbank market. To the extent action is required of the Paying Agent in Ireland, Dublin, Ireland will be considered in determining "Business Day" for purposes of determining when such Paying Agent action is required. "Cu Collateral Obligation": A Collateral Obligation (other than a Defaulted Obligation) with a Moody's Obligation Rating of "Caal" or lower. "Caa Excess": The Excess, if any, by which (i) the Aggregate Principal Balance of Caa Collateral Obligations exceeds (ii) 7.5% of the Collateral Principal Amount; provided that in determining which of the Caa Collateral Obligations shall be included in the Caa Excess, the Cu Collateral Obligations with the lowest Market Value shall be deemed to constitute such Caa Excess. "Caa/CCC Excess": The greater of the Caa Excess or the CCC Excess. "Calculation Agent": The meaning specified in Section 7.16. "Cash": Such coin or currency of the United States of America as at the time shall be legal tender for payment of all public and private debts. "CCC Collateral Obligation": A Collateral Obligation (other than a Defaulted Obligation) with an S&P Rating of "CCC+" or lower . "CCC Excess": The Excess, if any, by which (i) the Aggregate Principal Balance of CCC Collateral Obligations exceeds (ii) 7.5% of the Collateral Principal Amount; provided that in determining which of the CCC Collateral Obligations shall be included in the CCC Excess, the CCC Collateral Obligations with the lowest Market Value shall be deemed to constitute such CCC Excess. "Certificate of Authentication": The meaning specified in Section 2.1. "Certificated Income Note": The meaning specified in Section 2.2(e) "Certificated Note": The meaning specified in Section 2.2(e). "Certificated Security": The meaning specified in Section 8-102(aX4) of the UCC. 6 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0072441 CONFIDENTIAL SDNY_GM_00218625 EFTA01376368