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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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In addition, if any person who is resident in the Cayman Islands knows or has a suspicion that a payment to the Issuer (by way of investment or otherwise) contains the proceeds of criminal conduct, that person must report such suspicion to the Cayman Islands authorities pursuant to the PCCL. If the Issuer were determined by the Cayman Islands government to be in violation of the PCCL or The Money Laundering Regulations (2005 Revision), the Issuer could be subject to substantial criminal penalties. Such a violation could materially adversely affect the timing and amount of payments by the Issuer to the holders of the Offered Securities.

Investment Company Act. Neither of the Co-Issuers has been registered with the SEC as an investment company pursuant to the Investment Company Act. The Co-Issuers are not required and they do not intend to register as such, and, accordingly, investors in the Offered Securities will not be afforded the protections of the Investment Company Act. Counsel for the Co-Issuers will on the Closing Date opine in connection with the sale of the Offered Securities that none of the Issuer, the Co-Issuer and the pool of Collateral is on the Closing Date an investment company required to be registered under the Investment Company Act, assuming, for the purposes of such opinion, that the Offered Securities are being offered by or through the Initial Purchaser to investors, who, in the case of investors that are resident in the United States, are “qualified purchasers” (within the meaning given to such term in the Investment Company Act and the regulations of the SEC thereunder), in the manner contemplated by this Offering Circular and the Purchase Agreement. No opinion or no action position has been requested of the SEC.

If the SEC or a court of competent jurisdiction were to find that the Issuer or the Co-Issuer is required, but in violation of the Investment Company Act had failed, to register as an investment company, possible consequences include, but are not limited to, the following: (i) the SEC could apply to a district court to enjoin the violation; (ii) investors in the Issuer or the Co-Issuer could sue the Issuer or the Co-Issuer, as the case may be, and recover any damages caused by the violation; and (iii) any contract to which the Issuer or the Co-Issuer, as the case may be, is a party that is made in, or whose performance involves a, violation of the Investment Company Act would be unenforceable by any party to the contract unless a court were to find that under the circumstances enforcement would produce a more equitable result than non-enforcement and would not be inconsistent with the purposes of the Investment Company Act. Should the Issuer or the Co-Issuer be subjected to any or all of the foregoing, the Issuer or the Co-Issuer, as the case may be, would be materially and adversely affected.

Each transferee of a beneficial interest in a Restricted Global Note or a Preference Share will be deemed to represent at the time of purchase that: (i) the purchaser is both a Qualified Institutional Buyer and a Qualified Purchaser; (ii) the purchaser is not a dealer described in paragraph (a)(1)(ii) of Rule 144A unless such purchaser owns and invests on a discretionary basis at least U.S.$25,000,000 in securities of issuers that are not affiliated persons of the dealer; (iii) the purchaser is not a plan referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(i)(F) of Rule 144A that holds the assets of such a plan, unless investment decisions with respect to the plan are made solely by the fiduciary, trustee or sponsor of such plan; and (iv) the purchaser will provide written notice of the foregoing, and of any applicable restrictions on transfer, to any transferee.

The Indenture provides that if, notwithstanding the restrictions on transfer contained therein, either of the Co-Issuers (or, in the case of a Class D Note, the Issuer) determines that any beneficial owner of a Restricted Note (or any interest therein) (A) is a U.S. Person (within the meaning of Regulation S under the Securities Act) and (B) is not both a Qualified Institutional Buyer and also a Qualified Purchaser, then either of the Co-Issuers (or, in the case of a Class D Note, the Issuer) may require, by notice to such holder, that such holder sell all of its right, title and interest to such Restricted Note (or any interest therein) to a person that is both a Qualified Institutional Buyer and a Qualified Purchaser, with such sale to be effected within 30 days after notice of such sale requirement is given. If such beneficial owner fails to effect the transfer required within such 30-day period, (a) upon direction from the Issuer, the Trustee, on behalf of and at the expense of the Issuer, shall cause such beneficial owner’s interest in such Note to be transferred in a commercially reasonable sale (conducted by the Trustee in accordance with Section 9-610 of the Uniform Commercial Code as in effect in the State of New York as applied to securities that are sold on a recognized market or are the subject of widely distributed standard price quotations) to a person that certifies to the Trustee and the Co-Issuers (or, in the case of a Class D Note, the Issuer), in connection with such transfer, that such person is a both (i) a Qualified Institutional Buyer and (ii) a Qualified Purchaser and (b) pending such transfer, no further payments will be made in respect of such Note held by such beneficial owner.





The Preference Share Documents provide that if, notwithstanding the restrictions on transfer contained therein, the Issuer determines that any beneficial owner of Preference Shares is not both (i) a Qualified Institutional Buyer and (ii) a Qualified Purchaser, then the Issuer may require, by notice to such holder, that such holder sell all of its right, title and interest to such Preference Shares (or interest therein) to a person that is both a Qualified Institutional Buyer and a Qualified Purchaser, with such sale to be effected within 30 days after notice of such sale requirement is given. If such beneficial owner fails to effect the transfer required within such 30-day period, (a) upon direction from the Issuer, the Preference Share Paying Agent, on behalf of and at the expense of the Issuer, shall cause such beneficial owner’s interest in such Preference Share to be transferred in a commercially reasonable sale (conducted by the Administrator in accordance with Section 9-610 of the Uniform Commercial Code as in effect in the State of New York as applied to securities that are sold on a recognized market or are the subject of widely distributed standard price quotations) to a person that certifies to the Preference Share Paying Agent and the Issuer, in connection with such transfer, that such person is a both (i) a Qualified Institutional Buyer and (ii) a Qualified Purchaser and (b) pending such transfer, no further payments will be made in respect of such Preference Share held by such beneficial owner.

Mandatory Repayment of the Notes. After the Ramp-Up Completion Date, if any Coverage Test is not met, Interest Proceeds and if needed Principal Proceeds will be used to repay principal of one or more Classes of Notes to the extent that funds are available in accordance with the Priority of Payments and to the extent necessary to restore the relevant Coverage Test(s) to certain minimum required levels.

See “Description of the Notes—Mandatory Redemption”.

If the Issuer is unable to obtain a Rating Confirmation from each Rating Agency (or, if the Coverage Tests are satisfied, Standard & Poor’s only) by the later of (x) 30 Business Days following the Ramp-Up Completion Date or (y) the first Determination Date following the Ramp-Up Completion Date with respect to the Class A-1 Notes, the Class A-2 Notes, the Class B-1 Notes, the Class B-2 Notes, the Class C Notes or the Class D Notes, the Issuer will be required to apply Uninvested Proceeds and, to the extent that Uninvested Proceeds are insufficient, Interest Proceeds and, to the extent that Interest Proceeds are insufficient, Principal Proceeds, in each case in accordance with the Priority of Payments, to the repayment of principal of, at the option of the Collateral Servicer on behalf of the Issuer, (1) first, the Class A-1 Notes, second, the Class A-2 Notes, third, the Class B-1 Notes, fourth, the Class B-2 Notes, fifth, the Class C Notes and sixth, the Class D Notes, in each case to the extent necessary to obtain a Rating Confirmation with respect to the Class A-1 Notes, the Class A-2 Notes, the Class B-1 Notes, the Class B-2 Notes, the Class C Notes and the Class D Notes from each Rating Agency (as required), or (2) each Class of Notes in any order and amount as proposed by the Collateral Servicer (and approved by an act of the holders of 100% of the aggregate outstanding amount of each Class of Notes) on behalf of the Issuer and sufficient to obtain a Rating Confirmation with respect to the Class A-1 Notes, the Class A-2 Notes, the Class B-1 Notes, the Class B-2 Notes, the Class C Notes and the Class D Notes from each Rating Agency (as required).

Either of the foregoing could result in an elimination, deferral or reduction in the payments in respect of interest or the principal repayments made to the holders of one or more Classes of Notes that are Subordinate to any other outstanding Class of Notes, which could adversely impact the returns of such holders.

The Collateral Servicer may, four Business Days prior to any Quarterly Distribution Date occurring on or before the last day of the Reinvestment Period, in its sole discretion elect to apply all or a portion of the Principal Proceeds available for reinvestment to the payment of principal of the Notes in accordance with the Priority of Payments, which application may result in additional payments of principal on the Notes.

Auction Call Redemption. In addition, if the Notes have not been redeemed in full prior to the Auction Call Trigger Date, then an auction of the Collateral Debt Securities included in the Collateral will be conducted and, provided that certain conditions are satisfied (including, without limitation, that the proceeds of the Auction are sufficient to pay to the holders of Preference Shares the Preference Share Redemption Date Amount, as described herein), such Collateral Debt Securities will be disposed of and the Notes will be redeemed (in whole, but not in part) on the related Quarterly Distribution Date. If such conditions are not satisfied and the auction is not successfully conducted on such Quarterly Distribution Date, the Trustee will conduct auctions on a quarterly basis until the Notes are redeemed in full. The “Auction Call Trigger Date“ means the Quarterly Distribution Date occurring in September 2014. No Auction Call Redemption may occur unless the holders of the Preference Shares have realized an internal rate of return on the Preference Shares equal to the levels described under the heading “Description of the Notes—Auction Call Redemption”. The Hedge Agreement will terminate upon an Auction Call Redemption.

Optional Redemption. Subject to satisfaction of certain conditions, a Majority-in-Interest of Preference Shareholders (with the consent of the Collateral Servicer) may require that the Notes be redeemed in whole and not in part as described under “Description of the Notes—Optional Redemption and Tax Redemption”, provided that no such optional redemption may occur prior to the Quarterly Distribution Date occurring in March 2011.

Tax Redemption. Subject to satisfaction of certain conditions, upon the occurrence of a Tax Event, the Issuer may redeem the Notes (such redemption, a “Tax Redemption”) on any Quarterly Distribution Date, in whole but not in part, at the applicable Redemption Price therefor (i) at the direction of the holders of a majority in aggregate outstanding principal amount of any Class of Notes that, as a result of the occurrence of a Tax Event, has not received or will not receive 100% of the aggregate amount of principal and interest that would otherwise be payable to such Class (each such Class, an “Affected Class”) or (ii) at the direction of a Majority-in-Interest of Preference Shareholders. No Tax Redemption may be effected, however, unless the Tax Materiality Condition is satisfied and certain additional requirements are met. See “Description of the Notes—Optional Redemption and Tax Redemption”. The Hedge Agreement will terminate upon any Tax Redemption.

Interest Rate Risk; Fixed and Floating. The Offered Securities are subject to certain interest rate risks. Although the Notes and a significant portion of the Collateral Debt Securities held by the Issuer will bear interest at a floating rate, the interest rate on such Collateral Debt Securities may adjust more frequently or less frequently, on different dates and based on different indices than the interest rate on the Notes. As a result of the foregoing, there could be an interest rate or basis mismatch between the interest payable on the Collateral Debt Securities held by the Issuer, on the one hand, and interest payable on the Notes, on the other hand. Moreover, as a result of such mismatches, an increase or decrease in the level or levels of the floating rate indices could adversely impact the Issuer’s ability to make payments on the Notes or distributions in respect of the Preference Shares. The Notes are denominated in Dollars and bear interest at a rate based on LIBOR as determined on the relevant LIBOR Determination Date. A portion of the Collateral Debt Securities included in the Collateral may be obligations that bear interest at fixed rates. Accordingly, the Notes are subject to interest rate risk to the extent that there is an interest rate mismatch between the floating rate at which interest accrues on the Notes and the rates at which interest accrues on fixed rate Collateral Debt Securities included in the Collateral. To mitigate a portion of such interest rate mismatch, the Issuer will on the Closing Date enter into the Hedge Agreement. A portion of the Collateral Debt Securities included in the Collateral may be obligations that pay interest more or less frequently than quarterly. Accordingly, a difference in the rates payable for one-month LIBOR, two-month LIBOR or six-month LIBOR versus three-month LIBOR would adversely impact the ability of the Issuer to make payments on the Notes.



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