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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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On any Quarterly Distribution Date on or after the Quarterly Distribution Date on which the Notes have been paid in full, the Preference Shares may be redeemed (in whole but not in part) at the direction of a Majority-in-Interest of Preference Shareholders given not less than 45 days (but not more than 90 days) prior to such Quarterly Distribution Date at a redemption price per share equal to (x) the proceeds from the liquidation of the assets of the Issuer minus the costs and expenses of such liquidation minus all accrued and unpaid liabilities of the Issuer minus the amount required to establish adequate reserves to meet all contingent, unliquidated liabilities or obligations of the Issuer minus a payment to the holders of the ordinary shares of the Issuer an amount equal to U.S.$1.00 per share divided by (y) the number of Preference Shares.

The Issuer Charter The following summary describes certain provisions of the Issuer Charter.

–  –  –

Notices to the Preference Shareholders will be given by first class mail, postage prepaid, to the registered holders of the Preference Shares at their address appearing in the Preference Share Register.

–  –  –

Set forth below is a summary of certain matters with respect to which Preference Shareholders are entitled to vote. This summary is not meant to be an exhaustive list, and, subject to covenants made by each Preference Shareholder in the Investor Application Letters for Preference Shares (in the case of Original Purchasers of the Preference Shares) and in the transfer certificates (in the case of transferees of the Preference Shares), the Issuer Charter and The Companies Law (2004 Revision) of the Cayman Islands afford Preference Shareholders of the Issuer the right to vote on matters in addition to those mentioned below.

Redemption of the Notes: On any Quarterly Distribution Date occurring on or after March 2011, the Notes may, subject to satisfaction of certain conditions described herein, be redeemed (in whole but not in part) at the direction of a Majority-in-Interest of Preference Shareholders (with the consent of the Collateral Servicer), as described under “Description of the Notes—Optional Redemption and Tax Redemption”.

Redemption of the Preference Shares: On any Quarterly Distribution Date on or after the Quarterly Distribution Date on which the Notes have been paid in full, the Preference Shares may be redeemed (in whole but not in part) at the direction of a Majority-in-Interest of Preference Shareholders, as described above under “—Optional Redemption of the Preference Shares”.

The Indenture: The Issuer is not permitted to enter into a supplemental indenture (other than a supplemental indenture that does not require the consent of Noteholders) without the consent of a Majority-in-Interest of Preference Shareholders (if the Preference Shareholders are materially and adversely affected thereby). The Issuer is not permitted to enter into a supplemental indenture without the consent of all of the Preference Shareholders (if the Preference Shareholders are materially and adversely affected thereby) if such supplemental indenture would have the effect of (i) changing the Stated Maturity of the principal of or the due date of any installment of interest on any Note, reducing the principal amount thereof or the Note interest rate thereon, or the Redemption Price with respect thereto, or changing the earliest date on which the Issuer may redeem any Note, changing the provisions of the Indenture relating to the application of proceeds of any Collateral to the payment of principal of, interest on the Notes or changing any place where, or the coin or currency in which, any Note or the principal thereof or interest thereon is payable, or impairing the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the applicable Redemption Date); (ii) reducing the percentage of the aggregate outstanding amount of holders of Notes of each Class whose consent is required for the authorization of any such supplemental indenture or for any waiver of compliance with certain provisions of the Indenture or certain Defaults thereunder or their consequences provided for in the Indenture; (iii) impairing or adversely affecting the Collateral (except as otherwise expressly permitted by the Indenture);

(iv) permitting the creation of any lien ranking prior to or on a parity with the lien of the Indenture with respect to any part of the Collateral; (v) reducing the percentage of the aggregate outstanding amount of holders of Notes of each Class whose consent is required to request that the Trustee preserve the Collateral or rescinding the Trustee’s election to preserve the Collateral or to dispose of or liquidate the Collateral following certain events pursuant to the Indenture;

(vi) modifying any of the provisions governing the entry into a supplemental indenture requiring consent of the Noteholders or other parties, except to increase any such percentage or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the holder of each outstanding Note affected thereby; (vii) modifying the definition of the term “Outstanding”, or amending the manner in which the proceeds of the Collateral are applied on any Quarterly Distribution Date (including by amending any provision of the Priority of Payments) or modifying the provisions in the Indenture governing the seniority of the Notes; (viii) changing the permitted minimum denominations of any Class of Notes; or (ix) modifying any of the provisions of the Indenture in such a manner as to affect the calculation of the amount of any payment of interest on or principal of any Note or the rights of the holders of Notes to the benefit of any provisions for the redemption of such Notes contained therein.





Preference Share Paying Agency Agreement: The Issuer is not permitted to consent to any amendment of the Preference Share Paying Agency Agreement without the consent of all of the Preference Shareholders if such amendment would (i) reduce in any manner the amount of, or delay the timing of, or change the allocation of, the payment of any dividends or final distributions on the Preference Shares or (ii) reduce the voting percentage of Preference Shareholders required to consent to any amendment to the Preference Share Paying Agency Agreement that requires the consent the Preference Shareholders.

The Collateral Servicing Agreement: The Collateral Servicer may be removed for cause, by 66-2/3% of the aggregate outstanding amount of Notes of the Controlling Class and (so long as no Event of Default shall have occurred and be continuing) the holders of 66-2/3% of the Preference Shares, excluding Notes and Preference Shares held by the Collateral Servicer or any of its Affiliates; provided that the voting rights with respect to any Preference Shares held by an Affiliate of VCA may be voted with respect to the removal of the Collateral Servicer by a majority of the independent directors of such Affiliate, determined in accordance with the governance documents of such Affiliate (VCA being required pursuant to the Collateral Servicing Agreement to provide to the Trustee information relating to such directors, necessary for the Trustee to make any such determination), upon 10 days’ prior written notice to the Collateral Servicer. No assignment of the Collateral Servicing Agreement by the Collateral Servicer will be effective unless it is made with the consent of the Issuer and the holders of a majority in aggregate principal amount of Notes of the Controlling Class and a Majority-in-Interest of Preference Shareholders.

Modification of the Issuer Charter

As a general matter of Cayman Islands law, the Issuer Charter may be amended at any time by a resolution passed by Walkers SPV Limited, subject to obtaining the approval of the holders of at least 66-2/3% of the Preference Shares then outstanding. Any amendment of the Issuer Charter not in accordance with the provisions of the Indenture will constitute an Event of Default under the Indenture.

Dissolution; Liquidating Distributions

The Issuer Charter provides that the Issuer will be wound up on the earliest to occur of (i) at any time on or after the date that is one year and two days after the Stated Maturity of the Notes, upon the Shareholders’ determination to dissolve the Issuer, (ii) at any time after the sale or other disposition of all of the Issuer’s assets, upon the Shareholders’ determination to dissolve the Issuer, (iii) at any time after the Notes are paid in full, upon the Shareholders’ determination to dissolve the Issuer and (iv) on the date of a winding up pursuant to the provisions of or as contemplated by the Companies Law of the Cayman Islands as then in effect. The Directors of the Issuer currently intend, if the Preference Shares are not redeemed at the option of a Majority-in-Interest of Preference Shareholders following the repayment in full of the Notes, to liquidate all of the Issuer’s remaining investments in an orderly manner and distribute the proceeds of such liquidation to the Preference Shareholders. However, there can be no assurance that the Notes will be repaid before their Stated Maturity. See “Maturity, Prepayment and Yield Considerations” and “Risk Factors—Average Life of the Notes and Prepayment Considerations”.

As soon as practicable following the dissolution of the Issuer, its affairs will be wound up and its assets disposed of or distributed. Subject to the terms of the Indenture and Cayman Islands law, the

assets of the Issuer shall be applied in the following order of priority:

–  –  –

Consolidation, Merger or Transfer of Assets Except under the limited circumstances set forth in the Issuer Charter and the Indenture, the Issuer may not 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.

Petitions for Bankruptcy Each Original Purchaser of Preference Shares will be required to covenant in an Investor Application Letter (and each transferee of Preference Shares will be required to covenant in a transfer certificate) that it will not cause the filing of a petition in bankruptcy against the Issuer before one year and one day have elapsed since the payment in full of the Notes or, if longer, the applicable preference period then in effect.

Governing Law

The Preference Share Paying Agency Agreement and the Investor Application Letters will be governed by, and 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 Issuer Charter will be governed by, and construed in accordance with, the law of the Cayman Islands.

No Gross-Up

All distributions of dividends and return of capital on the Preference Shares will be made without any deduction or withholding for or on account of any tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If the Issuer is so required to deduct or withhold, then the Issuer will instruct the Preference Share Paying Agent to make such deduction or withholding and will pay any such withholding taxes in the country of origin, but will not be obligated to pay any additional amounts in respect of such withholding or deduction.

Tax Characterization

The Issuer intends to treat the Preference Shares as equity interests in the Issuer for U.S.

Federal, state and local income and franchise tax purposes. The Preference Share Paying Agency Agreement will provide that each registered holder and beneficial owner, by accepting a Preference Share, 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.

–  –  –

Form of Offered Securities Regulation S Global Notes. Notes that are sold or transferred outside the United States to persons that are not U.S. Persons will be represented by one or more permanent global notes (each a “Regulation S Global Note”) in definitive, fully registered form, without interest coupons, and deposited with the Trustee as custodian for, and registered in the name of, The Depository Trust Company (“DTC”) or its nominee. By acquisition of a beneficial interest in a Regulation S Global Note, any purchaser thereof will be deemed to represent and warrant that (a) it is not a U.S. Person and is purchasing such beneficial interest for its own account and not for the account or benefit of a U.S. Person and (b) if in the future it decides to transfer such beneficial interest, it will transfer such interest only to a person that is not a U.S. Person in an offshore transaction in accordance with Regulation S or to a person who takes delivery in the form of a Restricted Global Note (or beneficial interest therein).

Restricted Global Notes. Notes that are sold or transferred to a U.S. Person or in the United States in reliance upon the exemption from the registration requirements of the Securities Act will be represented by one or more permanent global notes (“Restricted Global Notes” and together with the Regulation S Global Notes, the “Global Notes”) in definitive, fully registered form, without interest coupons, and deposited with the Trustee as custodian for, and registered in the name of, DTC or its nominee.

Definitive Preference Shares. Preference Shares whether sold or transferred in or outside the United States will be represented by certificates (“Definitive Preference Shares”) in definitive, fully registered form, registered in the name of the legal and beneficial owner thereof.



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