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EFTA01365228

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to the Priority of Payments. See "Description of die Notes—Priority of Payments." Accordingly, to the extent that payments received in respect of the Collateral arc not sufficient to pay distributions with respect to the Income Notes, the Issuer will have no obligation to make any such distribution. Subject to the availability of funds and the Priority of Payments. interest payments on the Senior Notes and distributions on the Income Notes will be payable quarterly in arrears on the 20th day of March, June, September and December of each year. commencing on and including June 20. 2007 and ending on and including the earlier of the final redemption date for such Securities and the Maturity Date (each, a "Payment Date"). See "Description of the Notes Payments." Among the Senior Notes, except as otherwise described herein, payments on the Class D Notes will be subordinate to payments on the Class A Notes. the Class B Notes and the Class C Notes, payments on the Class C Notes will be subordinate to payments on the Class A Notes and the Class B Notes, payments on the Class B Notes will be subordinate to payments on the Class A Notes and payments on the Class A-2 Notes will be subordinate to payments on the Class A-I Notes. Interest on the Senior Notes will be calculated on the basis of a 360-day year and the actual number of days elapsed in the applicable Periodic Interest Accrual Period. Interest on the Senior Notes will be calculated on the Aggregate Principal Amount thereof. Interest on the Class B Notes. the Class C Notes and the Class D Notes will only be due and payable to the extent that funds arc available for such payment in accordance with the Priority of Payments as described herein, and (except on the Maturity Date or the date of redemption in full of the Class B Notes. the Class C Notes or the Class D Notes) the failure to pay any such interest because such funds am not available will not be an Event of Default under the Indenture so

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