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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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Investing outside the United States may involve greater risks than investing in the United States. These risks may include: (i) less publicly available information; (ii) varying levels of governmental regulation and supervision; and (iii) the difficulty of enforcing legal rights in a foreign jurisdiction and uncertainties as to the status, interpretation and application of laws therein. Moreover, many foreign companies are not subject to accounting, auditing or financial reporting standards, practices or other requirements comparable to those applicable to U.S. companies.

In addition, there generally is less governmental supervision and regulation of exchanges, brokers and issuers in foreign countries than there is in the United States. For example, there may be no comparable provisions under certain foreign laws with respect to insider trading and similar investor protection securities laws that apply with respect to securities transactions consummated in the United States.

Foreign markets also have different clearance and settlement procedures, and in certain markets there have been times when settlements have failed to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Delays in settlement could result in periods when assets of the Issuer are uninvested and no return is earned thereon. The inability of the Issuer to make intended Collateral Debt Security acquisitions due to settlement problems or the risk of intermediary counterparty failures could cause the Issuer to miss investment opportunities. The inability to dispose of a Collateral Debt Security due to settlement problems could result either in losses to the Issuer due to subsequent declines in the value of such Collateral Debt Security or, if the Issuer has entered into a contract to dispose of the security, could result in possible liability to the purchaser. Transaction costs of buying and selling foreign securities, including brokerage, tax and custody costs, also are generally higher than those involved in domestic transactions. Furthermore, foreign financial markets, while generally growing in volume, have, for the most part, substantially less volume than U.S. markets, and securities of many foreign companies are less liquid and their prices more volatile than securities of comparable domestic companies.

In many foreign countries there is the possibility of expropriation, nationalization or confiscatory taxation, limitations on the convertibility of currency or the removal of securities, property or other assets of the Issuer, political, economic or social instability or adverse diplomatic developments, each of which could have an adverse effect on the Issuer’s investments in such foreign countries. The economies of individual, non-U.S. countries may also differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, volatility of currency exchange rates, depreciation, capital reinvestment, resource self-sufficiency and balance of payments position.

Certain Conflicts of Interest. The activities of the Collateral Servicer, the Initial Purchaser and their respective affiliates may result in certain conflicts of interest.

Conflicts of Interest Involving the Initial Purchaser. It is expected that a majority of the Collateral Debt Securities acquired on the Closing Date by the Issuer will be purchased or assigned from an affiliate of the Initial Purchaser pursuant to a warehousing agreement. The prices at which the Issuer will acquire such Collateral Debt Securities will be determined based on the terms of a warehousing agreement and may be more than the market value of such Collateral Debt Securities on the Closing Date. Certain of the Collateral Debt Securities acquired or to be acquired by the Issuer will consist of obligations of issuers or obligors, or obligations sponsored or serviced by companies for which the Initial Purchaser or an affiliate thereof has acted as underwriter, agent, placement agent or dealer or for which the Initial Purchaser or an affiliate thereof has acted as lender or provided other commercial or investment banking services.

Certain of the Collateral Debt Obligations acquired by the Issuer on or after the Closing Date may consist of, or reference, obligations secured by assets for which the Initial Purchaser or any affiliate thereof has acted as structurer.

The Initial Purchaser or an affiliate thereof may also act as counterparty with respect to one or more Credit Default Swaps. In its role as counterparty with respect to Credit Default Swaps, the Initial Purchaser or one or more of its affiliates may manage a pool of Reference Obligations with respect to the Credit Default Swaps and make determinations regarding those Reference Obligations in a manner that may be inconsistent with or adverse to the interests of the Noteholders, the Preference Shareholders or the Issuer. In such capacity, the Initial Purchaser or an affiliate thereof will be entitled to certain fees and other payments in respect of the Credit Default Swaps that may be senior to payments on various Classes of Notes, depending on the related priority of such fees and other payments in the Priority of Payments.

The Initial Purchaser or its affiliates may from time to time enter into derivative transactions with third parties with respect to the Offered Securities or with respect to Collateral Debt Securities acquired by the Issuer, and the Initial Purchaser or its affiliates may, in connection therewith, acquire (or establish long, short or derivative financial positions with respect to) Offered Securities, Collateral Debt Securities or one or more portfolios of financial assets similar to the portfolio of Collateral Debt Securities acquired by (or intended to be acquired by) the Issuer. These activities may create certain conflicts of interest, and there can be no assurance that the terms on which the Issuer entered into (or enters into) any of the foregoing transactions with the Initial Purchaser or an affiliate thereof were or are the most favorable terms available in the market at the time from other potential counterparties.





The Initial Purchaser or an affiliate thereof may deal in any obligations or other securities of any Reference Obligor (including, but not limited to, any Reference Obligations), may enter into other credit derivatives involving entities that may include the Reference Obligors or their affiliates or sponsors (including derivatives to hedge its obligations under a Credit Default Swap), may accept deposits from, make loans or otherwise extend credit to, and generally engage in any kind of commercial or investment banking or other business with, any Reference Obligor, any affiliate or sponsor of any Reference Obligor or any other person or other entity having obligations relating to any Reference Obligor or affiliate or sponsor of such Reference Obligor, and may act with respect to such business in the same manner as if a Credit Default Swap did not exist, regardless of whether any such relationship or action might have an adverse effect on any Reference Obligations (including, without limitation, any action which might constitute or give rise to a Credit Event), or on the position of the Issuer, the Noteholders, the Preference Shareholders or any other party to the transaction described herein or otherwise. The Initial Purchaser or an affiliate thereof may, whether by reason of the types of relationships described herein or otherwise, on the date hereof or at any time hereafter, be in possession of information in relation to any Reference Obligation, Reference Obligor or any of such Reference Obligor’s sponsors or affiliates, that is or may be material in the context of the Credit Default Swap and the other transaction documents and that may or may not be publicly available or known to the other parties to the transaction documents and which information the Initial Purchaser or an affiliate thereof may be prohibited from using for the benefit of the Issuer. A Credit Default Swap and the other transaction documents do not create any obligation on the part of the Initial Purchaser or an affiliate thereof, as Credit Default Swap Counterparty or otherwise, to disclose to any other such party any such information (whether or not confidential).

The Initial Purchaser or an affiliate thereof may act as placement agents and/or initial purchasers in other transactions involving issues of collateralized debt obligations or other investment funds with assets similar to those of the Issuer, which may have an adverse effect on the availability of collateral for the Issuer.

The Initial Purchaser and an affiliate thereof may acquire Notes or Preference Shares on or after the Closing Date. The Initial Purchaser or an affiliate thereof may exercise its rights as a Noteholder or Preference Shareholder, and there can be no assurances that the Initial Purchaser or its affiliates will act, or will be able to act, in the best interests of the other Noteholders or Preference Shareholders.

Conflicts of Interest Involving the Collateral Servicer. Notwithstanding the internal policies of the Collateral Servicer that are meant to reduce the possibility of, or effect of, conflicts of interest, the size and scope of activities of the Collateral Servicer create various potential and actual conflicts of interest that may arise from the advisory, investment and other activities of the Collateral Servicer, its Affiliates and their respective clients and employees. Various potential and actual conflicts of interest may arise from the overall investment activities of the Collateral Servicer and its Affiliates for their own accounts or for the accounts of others. The Collateral Servicer and its Affiliates may invest for their own accounts or for the accounts of others in debt obligations that would be appropriate investments for the Issuer and they have no duty, in making such investments, to act in a way that is favorable to the Issuer, the Noteholders or the Preference Shareholders. Such investments may be different from those made on behalf of the Issuer. The Collateral Servicer and/or its Affiliates have no affirmative obligation to offer any investment to the Issuer, or to inform the Issuer of any investment opportunity before offering such investment to other funds or accounts that the Collateral Servicer or its Affiliates may manage or advise.

The Collateral Servicer and its Affiliates may have economic interests in or other relationships with issuers in whose obligations or securities the Issuer may invest. In particular, such persons may make and/or hold an investment in an issuer’s securities that may be pari passu, senior or junior in ranking to an investment in such issuer’s securities made and/or held by the Issuer or in which partners, security holders, officers, directors, agents or employees of such persons serve on boards of directors or otherwise have ongoing relationships. Each of such ownership and other relationships may result in securities laws restrictions on transactions in such securities by the Issuer and otherwise create conflicts of interest for the Issuer. In such instances, the Collateral Servicer and its Affiliates may in their sole discretion make investment recommendations and decisions for itself and others that may be the same as or different from those made for the Issuer with respect to the Collateral. In certain circumstances as described under “Security for the Notes—Acquisitions and Dispositions of Collateral Debt Securities”, the Collateral Servicer on behalf of the Issuer is required to take certain actions with respect to dispositions of the Collateral.

Although the officers and employees of the Collateral Servicer will devote as much time to the Issuer as the Collateral Servicer deems appropriate, the principals and employees may have conflicts in allocating their time and services among the Issuer and other accounts now or hereafter advised by the Collateral Servicer and/or its Affiliates. The policies of the Collateral Servicer are such that certain employees of the Collateral Servicer may have or obtain information that, by virtue of the Collateral Servicer’s internal policies relating to confidential communications, cannot or may not be used by the Collateral Servicer on behalf of the Issuer. In addition, the Collateral Servicer and its Affiliates, in connection with their other business activities, may acquire material non-public confidential information that may restrict the Collateral Servicer from purchasing securities or selling securities for itself or its clients (including the Issuer) or otherwise using such information for the benefit of its clients or itself.

The Indenture and the Collateral Servicing Agreement place significant restrictions on the Collateral Servicer’s ability to advise the Issuer to acquire or dispose of investments for inclusion in the Collateral, and the Collateral Servicer is subject to compliance with such restrictions. Accordingly, during certain periods or in certain specified circumstances, the Issuer may be unable to acquire or dispose of investments or to take other actions that the Collateral Servicer might consider in the best interest of the Issuer and the Noteholders.

The Collateral Servicer and any of its Affiliates may engage in any other business and furnish investment management and advisory services to others, which may include, without limitation, serving as collateral manager or investment manager for, investing in, lending to, or being affiliated with, other entities organized to issue collateralized debt obligations secured by securities such as the Collateral Debt Securities and other trusts and pooled investment vehicles that acquire interests in, provide financing to, or otherwise deal with securities issued by issuers that would be suitable investments for the Issuer. The Collateral Servicer and its Affiliates will be free, in their sole discretion, to make recommendations to others, or effect transactions on behalf of themselves or for others, that may be the same as or different from those effected on behalf of the Issuer, and the Collateral Servicer and its Affiliates may furnish investment management and advisory services to others who may have investment policies similar to those followed by the Collateral Servicer with respect to the Issuer and who may own securities of the same class, or which are the same type as, the Collateral Debt Securities held by the Issuer.



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