EFTA01376369.pdf

"Class C Coverage Tests": The Overcollateralization Test and the Interest Coverage Test, each as applied with respect to the Class C Notes. "Class C Interest Amount": With respect to a Payment Date, the product of(i) the Aggregate Principal Amount of the Class C Notes as of the beginning of the relevant Periodic Interest Accrual Period > the aggregate Deferred Interest with respect to the Class C Notes after the preceding Payment Date, (ii) the Class C Interest Rate for such period, (iii) the actual number of days in such period and (iv) 1/360. "Class C Interest Rate": The annual interest rate accruing on the Class C Notes equal to LIBOR S the applicable spread specified in Section 2.3. "Class C Notes": The Class C Floating Rate Deferrable Senior Subordinate Notes issued by the Co-Issuers pursuant to this Indenture and having the characteristics specified in Section 2.3. "Class D Coverage Tests": The Overcollateralization Test and the Interest Coverage Test, each as applied with respect to the Class D Notes. "Class D Interest Amount": With respect to a Payment Date, the product of (i) the Aggregate Principal Amount of the Class D Notes as of the beginning of the relevant Periodic Interest Accrual Period pj the aggregate Deferred Interest with respect to the Class D Notes after the preceding Payment Date, (ii) the Class D Interest Rate for such period, (iii) the actual number of days in such period and (iv) 1/360. "Class D Interest Rate": The annual interest rate accruing on the Class D Notes equal to LIBOR the applicable spread specified in Section 2.3. "Class D Notes": The Class D Floating Rate Deferrable Subordinate Notes issued by the Issuer pursuant to this Indenture and having the characteristics specified in Section 2.3. "Clearing Agency": A "clearing agency" as defined in Section I7A of the Exchange Act. "Clearing Corporation": (i) Clearstream, (ii) DTC, (iii) Euroclear and (iv) any entity included within the meaning of"clearing corporation" under the UCC. "Clearing Corporation Security": A Collateral Obligation that is a Financial Asset that is (i) in bearer form or (ii) registered in the name of a Clearing Corporation or the nominee of such Clearing Corporation and, if a Certificated Security, is held in the custody of such Clearing Corporation. "Clearstream": Clearstream Banking, societe anonyme, a corporation organized under the laws of the Duchy of Luxembourg, or any successor thereto. "Closing Date": January 18, 2007. "Code": The United States Internal Revenue Code of 1986, as amended, and any successor statute thereto. 8 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0072443 CONFIDENTIAL SDNY_GM_00218627 EFTA01376369