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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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Prior to entering into any amendment to any Investor Application Letter, the Hedge Agreement, the Collateral Administration Agreement or the Collateral Servicing Agreement, the Issuer is required by the Indenture to obtain written confirmation that the entry by the Issuer into such amendment satisfies the Rating Condition; provided that (w) any amendment to the Hedge Agreement shall have been consented to by the Hedge Counterparty thereto, (x) any amendment to the Purchase Agreement shall have been consented to by the Initial Purchaser, (y) prior to the Ramp-Up Completion Date, the Issuer and the Hedge Counterparty may from time to time at their discretion enter into additional interest rate swap transactions and/or interest rate cap transactions under the Hedge Agreement and (z) following the Ramp-Up Completion Date, the Issuer and the Hedge Counterparty may from time to time (1) enter into additional interest rate swap and/or interest rate cap transactions under the Hedge Agreement, or (2) reduce the notional amount under the interest rate swap transaction or the interest rate cap transaction, so long as (i) in each case under clauses (w) and (z), such action by the Issuer satisfies the Rating Condition and (ii) in each case under clauses (w), (y) and (z), to the extent materially and adversely affected thereby, the holders of a majority of the aggregate outstanding amount of the Class A-1 Notes shall have consented to such action. Each Noteholder will be provided with copies of any material amendments to such documents. Prior to entering into any waiver in respect of any of the foregoing agreements, the Issuer is required to provide each Rating Agency, the Hedge Counterparty and the Trustee with written notice of such waiver. The Hedge Counterparty will be an express third party beneficiary of the Indenture.

Consolidation, Merger or Transfer of Assets Except under the limited circumstances set forth in the Indenture, neither the Issuer nor the Co-Issuer may consolidate with, merge into, or transfer or convey all or substantially all of its assets to, any other corporation, partnership, trust or other person or entity.

–  –  –

The Indenture provides that the holders of the Notes (other than the Controlling Class of Notes) agree not to cause the filing of a petition for winding up or a petition in bankruptcy against the Issuer or the Co-Issuer before one year and one day have elapsed since the final payments to the holders of the Controlling Class of Notes or, if longer, the applicable preference period then in effect.

Satisfaction and Discharge of Indenture

The Indenture will be discharged with respect to the Collateral upon delivery to the Trustee for cancellation of all of the Notes, or, subject to certain limitations, upon deposit with the Trustee of funds sufficient for the payment or redemption of the Notes and the payment by the Co-Issuers of all other amounts due under the Notes, the Indenture, the Hedge Agreement, the Collateral Administration Agreement, the Administration Agreement and the Collateral Servicing Agreement.

Trustee

LaSalle Bank National Association will be the Trustee under the Indenture. The Co-Issuers and their respective Affiliates may maintain other banking relationships in the ordinary course of business with the Trustee. The payment of the fees and expenses of the Trustee is solely the obligation of the Co-Issuers. The Trustee and its Affiliates may receive compensation in connection with the investment of trust assets in certain Eligible Investments as provided in the Indenture. Eligible Investments may include investments for which the Trustee and/or its Affiliates provide services. The Indenture contains provisions for the indemnification of the Trustee for any loss, liability or expense incurred without negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the Indenture. Pursuant to the Indenture, the Issuer has granted to the Trustee a lien senior to that of the Noteholders to secure payment by the Issuer of the compensation and expenses of the Trustee and any sums the Trustee may be entitled to receive as indemnification by the Issuer under the Indenture (subject to the dollar limitations set forth in the Priority of Payments with respect to any Quarterly Distribution Date), which lien the Trustee is entitled to exercise only under certain circumstances. In the Indenture, the Trustee will agree not to cause the filing of a petition for winding up or a petition in bankruptcy against the Co-Issuers for nonpayment to the Trustee of amounts payable thereunder until at least one year and one day, or if longer, the applicable preference period then in effect, after the payment in full of all of the Notes. Pursuant to the Indenture, the Trustee may resign at any time by providing 30 days’ notice and the Trustee may be removed at any time by holders of at least 66-2/3% of the aggregate outstanding amount of Notes or at any time when an Event of Default shall have occurred and be continuing by holders of at least 66-2/3% of the aggregate outstanding amount of Notes of the Controlling Class.

However, no resignation or removal of the Trustee will become effective until the acceptance of appointment by a successor Trustee pursuant to the terms of the Indenture. If the Trustee shall resign or be removed, the Trustee shall also resign or be removed as Paying Agent, Calculation Agent, Note Registrar and any other capacity in which the Trustee is then acting pursuant to the Indenture, the Preference Share Paying Agency Agreement and the Collateral Administration Agreement.





Any successor Trustee shall be required to (1) meet the requirements of Section 26(a)(1) of the Investment Company Act, (2) be not affiliated with the Issuer or the Co-Issuer or any person involved in the organization or operation of the Issuer or the Co-Issuer, (3) not offer or provide credit or credit enhancement to the Issuer or the Co-Issuer and (4) execute an agreement or instrument concerning the Offered Securities containing provisions to the effect set forth in Section 26(a)(3) of the Investment Company Act.

Tax Characterization

The Issuer intends to treat the Notes as debt instruments of the Issuer only for U.S. Federal, state and local income and franchise tax purposes. The Indenture will provide that each registered holder and beneficial owner, by accepting a Note, agrees to such treatment, to report all income (or loss) in accordance with such treatment and not to take any action inconsistent with such treatment unless otherwise required by any taxing authority under applicable law.

Governing Law

The Indenture, the Investor Application Letters, the Notes, the Preference Share Paying Agency Agreement, the Collateral Administration Agreement and the Collateral Servicing Agreement will be construed in accordance with, and such documents and all matters arising out of or relating in any way whatsoever (whether in contract, tort or otherwise) to such documents will be governed by, the law of the State of New York. The Administration Agreement will be governed by, and construed in accordance with, the law of the Cayman Islands. The Hedge Agreement entered into on the Closing Date will be governed by New York law.

Voting

Notwithstanding anything to the contrary contained in the Indenture, with respect to any Noteholder which has notified the Trustee in writing that pursuant to such Noteholder’s organizational documents or other documents governing such Noteholder’s actions, such Noteholder is not permitted to take any affirmative action approving, rejecting or otherwise acting upon any Issuer request including, but not limited to, a request for the consent of such Noteholder to a proposed amendment or waiver pursuant to the Indenture, the failure by such Noteholder to consent to or reject any such requested action will be deemed a consent by such Noteholder to the requested action.

DESCRIPTION OF THE PREFERENCE SHARES

The Preference Shares will be issued pursuant to the Memorandum and Articles of Association of the Issuer (the “Issuer Charter”) and in accordance with a Preference Share Paying Agency Agreement (the “Preference Share Paying Agency Agreement”) between LaSalle Bank National Association, as Preference Share paying agent (in such capacity, the “Preference Share Paying Agent”), Walkers SPV Limited, as preference share registrar, and the Issuer and will be subscribed to in accordance with the terms of the Investor Application Letters for Preference Shares. The following summary describes certain provisions of the Preference Shares, the Issuer Charter, the Preference Share Paying Agency Agreement and the Investor Application Letters. Copies of the Issuer Charter, the Preference Share Paying Agency Agreement and the form of Investor Application Letter for Preference Shares may be obtained by prospective investors upon request in writing to the Preference Share Paying Agent at 181 West Madison Street, 32nd Floor, Chicago, Illinois 60602, Attention: CDO Trust Services Group – Montrose Harbor CDO I, Ltd.

Status The Issuer is authorized to issue 25,500 Preference Shares, par value U.S.$0.01 per share, at an issue price of U.S.$1,000 per share, having a liquidation preference of U.S.$1,000 per share. The Preference Shares are participating shares in the capital of the Issuer and will rank pari passu with respect to distributions.

Distributions

On each Quarterly Distribution Date, to the extent funds are available therefor, Interest Proceeds will be released from the lien of the Indenture for payment to the Preference Share Paying Agent only after the payment of interest on the Notes and, on or after the Auction Call Trigger Date, in the event that no Auction Call Redemption occurs, payment of principal in respect of the Notes, and the payment of certain other amounts in accordance with the Priority of Payments. See “Description of the Notes— Mandatory Redemption” and “—Priority of Payments—Interest Proceeds”.

Any Interest Proceeds permitted to be released from the lien of the Indenture and paid to the Preference Share Paying Agent will be distributed to the Preference Shareholders on each Quarterly Distribution Date. Until the Notes and certain other amounts have been paid in full, Principal Proceeds are not permitted to be released from the lien of the Indenture and will not be available to make distributions in respect of the Preference Shares. See “Description of the Notes—Priority of Payments” and “Security for the Notes”.

Subject to provisions of The Companies Law (2004 Revision) of the Cayman Islands governing the declaration and payment of dividends, after the Notes and certain other amounts have been paid in full, Interest Proceeds and Principal Proceeds will be released from the lien of the Indenture in accordance with the Priority of Payments and paid to the Preference Share Paying Agent on each Quarterly Distribution Date for distribution to the Preference Shareholders on such Quarterly Distribution Date. Cayman Islands law provides that dividends may only be paid by the Issuer if the Issuer has funds lawfully available for such purpose. Dividends may be paid out of profit and out of the Issuer’s share premium account (which includes subscription monies in excess of the par value of each share), provided that the Issuer will be solvent immediately following the date of such payment.

Distributions on any Preference Share will be made to the person in whose name such Preference Share is registered 15 days prior to the applicable Quarterly Distribution Date (the “Record Date”). Payments will be made by wire transfer in immediately available funds to a Dollar account maintained by the holder thereof appearing in the Preference Share Register in accordance with wire transfer instructions received from such holder by the Preference Share Paying Agent on or before the Record Date or, if no wire transfer instructions are received by the Preference Share Paying Agent, by a Dollar check drawn on a bank in the United States. Final distributions or payments made in the course of a winding up will be made only against surrender of the certificate representing such Preference Shares at the office of the Preference Share Registrar or at the New York office of the Preference Share Paying Agent.

Upon liquidation of the Issuer, distributions of property other than cash may be made under certain circumstances specified in the Issuer Charter. The amount of such non-cash distributions will be accounted for at the fair market value, as determined in good faith by the liquidator of the Issuer, of the property distributed. See “—The Issuer Charter—Dissolution; Liquidating Distributions”.

If on or after the Ramp-Up Completion Date any of the Coverage Tests is not satisfied on the Determination Date related to any Quarterly Distribution Date, Interest Proceeds and, if needed, Principal Proceeds that would otherwise be distributed to Preference Shareholders on the related Quarterly Distribution Date (subject to the payment of certain other amounts prior thereto) will be used instead to repay principal of the Notes sequentially in direct order of seniority, or otherwise to the extent and as described herein. If the Issuer is unable to obtain a Rating Confirmation from each Rating Agency by the later of (x) 30 Business Days following the Ramp-Up Completion Date and (y) the first Determination Date following the Ramp-Up Completion Date, funds that would otherwise be distributed to the Preference Shareholders (subject to the payment of certain other amounts prior thereto) will be used to redeem the Notes to the extent necessary (after the application of Uninvested Proceeds for such purpose) to obtain a Rating Confirmation from each Rating Agency. See “Description of the Notes—Priority of Payments”.

Optional Redemption of the Preference Shares



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