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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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The gross proceeds received from the issuance and sale of the Offered Securities will be approximately U.S.$505,000,000. The net proceeds from the issuance and sale of the Offered Securities as of the Closing Date are expected to be approximately U.S.$495,000,000, which reflects the payment from such gross proceeds of (i) organizational and structuring fees and expenses of the Co-Issuers (including, without limitation, the legal fees and expenses of counsel to the Co-Issuers, the Collateral Servicer and the Initial Purchaser), (ii) the expenses, fees and commissions incurred in connection with the acquisition of the Collateral Debt Securities for inclusion in the Collateral on or prior to the Closing Date, (iii) the expenses, fees and commissions (including fees payable to the Initial Purchaser) associated with the offering of the Offered Securities, (iv) the initial deposit into the Expense Account, and (v) the deposit into the Preference Share Reserve Account. Such net proceeds will be used by the Issuer to acquire a diversified portfolio of interests in (a) certain Asset-Backed Securities, including CDO Securities, RMBS Securities and CMBS Securities and (b) Credit Default Swaps the Reference Obligations of which may be CDO Securities, RMBS Securities, CMBS Securities, other Asset-Backed Securities or a specified pool of financial assets that, in each case, satisfy the investment criteria described herein. On the Closing Date, the Issuer will have acquired (or entered into agreements to acquire for settlement following the Closing Date) Collateral Debt Securities having an aggregate Principal Balance of not less than U.S.$400,000,000. The Issuer expects that, no later than November 15, 2006, it will have acquired Collateral Debt Securities having an aggregate par amount of approximately U.S.$500,000,000. Any such proceeds not invested in Collateral Debt Securities or deposited into the Expense Account will be deposited by the Trustee in the Uninvested Proceeds Account and invested in Eligible Investments or U.S. Agency Securities pending the use of such proceeds for the acquisition of Collateral Debt Securities during the Ramp-Up Period, as described herein, and, in certain limited circumstances described herein, for the payment of the Notes. See “Security for the Notes”.

RATINGS OF THE OFFERED SECURITIES

It is a condition to the issuance of the Offered Securities that the Class A-1 Notes be rated “Aaa” by Moody’s Investors Service, Inc. (“Moody’s”) and “AAA” by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“Standard & Poor’s” and together with Moody’s, the “Rating Agencies”), that the Class A-2 Notes be rated “Aaa” by Moody’s and “AAA” by Standard & Poor’s, that the Class B-1 Notes be rated at least “Aa2” by Moody’s and “AA” by Standard & Poor’s, that the Class B-2 Notes be rated at least “Aa3” by Moody’s and “AA-” by Standard & Poor’s, that the Class C Notes be rated at least “A2” by Moody’s and “A” by Standard & Poor’s and that the Class D Notes be rated at least “Baa2” by Moody’s and “BBB” by Standard & Poor’s. The Preference Shares will not be rated. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The Moody’s ratings of the Class A-1 Notes, Class A-2 Notes, Class B-1 Notes, Class B-2 Notes, Class C Notes and Class D Notes address the expected loss posed to Noteholders by their Stated Maturity. The ratings assigned by Standard & Poor’s to the Class A-1 Notes, the Class A-2 Notes, the Class B-1 Notes and the Class B-2 Notes address the ultimate payment of principal of, and the timely payment of interest on, such Notes. The ratings assigned by Standard & Poor’s to the Class C Notes and the Class D Notes address the ultimate payment of principal of and interest on the Class C Notes and the Class D Notes.

Application has been made to the Irish Financial Services Regulatory Authority, as competent authority under Directive 2003/71/EC, for the Offering Circular to be approved. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and trading on its regulated market. Such approval relates only to the Notes which are to be admitted to trading on the regulated market of the Irish Stock Exchange or other regulated markets for the purposes of Directive 93/22/EEC or which are to be offered to the public in any Member State of the European Economic Area.

The Issuer will request that each Rating Agency confirm to the Issuer that it has not reduced or withdrawn the rating (including private or confidential ratings, if any) assigned by it on the Closing Date to any Class of Notes (a “Rating Confirmation”). If there is a Rating Confirmation Failure with respect to the Class A-1 Notes, Class A-2 Notes, Class B-1 Notes, Class B-2 Notes, Class C Notes or Class D Notes on the first Quarterly Distribution Date following the Ramp-Up Completion Date, 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 to the extent necessary to obtain a Rating Confirmation with respect to the Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C Notes and Class D Notes from each Rating Agency, 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, Class A-2 Notes, Class B-1 Notes, Class B-2 Notes Class C Notes and Class D Notes from each Rating Agency. See “Description of the Notes—Mandatory Redemption” and “—Priority of Payments”.





MATURITY, PREPAYMENT AND YIELD CONSIDERATIONS

The Stated Maturity of each Class of Notes and the Preference Shares is December 5, 2051;

provided that if any such date is not a Business Day, the Stated Maturity will be the next succeeding Business Day. Each Class of Notes and the Preference Shares are scheduled to mature on their Stated Maturity unless redeemed or repaid prior thereto. However, the average lives of the Notes and the Macaulay Duration of the Preference Shares may be less than the number of years until the applicable Stated Maturity.

Prospective investors should make their own determinations of the expected weighted average lives and maturity of the Notes and the Macaulay Duration of the Preference Shares and, accordingly, their own evaluation of the merits and risks of an investment in the Notes or the Preference Shares. See "Risk Factors—Projections, Forecasts and Estimates."

"Average Life" refers to the average number of years that will elapse from the date of delivery of a security until each U.S. Dollar of the principal of such security will be paid to the investor, as determined by the Collateral Servicer. The "Macaulay Duration" is the weighted average term-to-maturity (expressed in years) of the cash flows in respect of the Preference Shares, where the weights are the present values of each cash flow as a percentage of the present value of all cash flows to the Stated Maturity. The cash flows are discounted at the internal rate of return to the holders of the Preference Shares for that scenario. The average lives of the Notes, and the Macaulay Duration of the Preference Shares, will be determined by (among other things) the amount and frequency of principal payments, which are dependent upon any payments received at or in advance of the scheduled maturity of Collateral Debt Securities (whether through prepayment, sale, maturity, redemption, default or other liquidation or disposition). The actual average lives of the Notes and the Macaulay Duration of the Preference Shares will also be affected by the financial condition of the obligors of the underlying Collateral Debt Securities and the characteristics of such obligations, including the existence and frequency of exercise of any optional or mandatory redemption or prepayment features, the prevailing level of interest rates, the redemption price, the actual default rate and the actual level of recoveries on any Defaulted Securities and the frequency of tender or exchange offers for such Collateral Debt Securities. Any disposition of a Collateral Debt Security may change the composition and characteristics of the Collateral Debt Securities and the rate of payment thereon, and, accordingly, may affect the actual average lives of the Notes and the Macaulay Duration of the Preference Shares. The rate of future defaults and the amount and timing of any cash realization from Defaulted Securities also will affect the average lives of the Notes and the Macaulay Duration of the Preference Shares.

–  –  –

General The Issuer was incorporated as an exempted company with limited liability and registered on November 9, 2004 in the Cayman Islands pursuant to the Issuer Charter, has a registered number of 141648 and is in good standing under the laws of the Cayman Islands. The registered office of the Issuer is at the offices of Walkers SPV Limited., Walker House, Mary Street, P.O. Box 908GT, George Town, Grand Cayman, Cayman Islands, telephone number: (345) 945-3727. The Issuer has no prior operating experience and the Issuer will not have any substantial assets other than the Collateral pledged to secure the Notes, the Issuer’s obligations under the Hedge Agreement and Collateral Servicing Agreement and the Issuer’s obligations to the Trustee. The entire authorized share capital of the Issuer will consist of (a) 1,000 ordinary shares, par value U.S.$1.00 per share (which will be held on trust for charitable purposes by Walkers SPV Limited in the Cayman Islands (in such capacity, the “Share Trustee”) under the terms of a declaration of trust) and (b) 25,500 Preference Shares, par value U.S.$0.01 per share, having a liquidation preference of U.S.$1,000 per share. The Issuer was established as a special purpose vehicle for the purpose of issuing asset-backed securities.

It is proposed that the Issuer will be liquidated on the date that is one year and two days after the Stated Maturity of the Notes, unless earlier dissolved and terminated in accordance with the terms of the Issuer Charter. See “Description of the Preference Shares—Issuer Charter—Dissolution; Liquidating Distributions”.

The Co-Issuer was incorporated on July 17, 2006 under the law of the State of Delaware with the state identification number 4191294 and its registered office is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The sole director and officer of the Co-Issuer is Donald J. Puglisi and he may be contacted at c/o Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711, telephone number: (302) 738-6680. The phone number of the sole director is also the phone number of the registered office of the Co-Issuer. The Co-Issuer has no prior operating experience. It will not have any assets (other than its U.S.$1,000 of share capital owned by the Issuer) and will not pledge any assets to secure the Notes. The Co-Issuer will not have any interest in the Collateral Debt Securities or other assets held by the Issuer and will have no claim against the Issuer with respect to the Collateral Debt Securities or otherwise. The Co-Issuer was established as a special purpose vehicle for the purpose of issuing asset-backed securities.

Other than as described herein, neither of the Co-Issuers has commenced operations since its date of incorporation and no annual accounts or reports have been prepared as of the date of this Offering Circular. Each of the Co-Issuers represents that there has been no material adverse change in its financial position, other than as described herein, since its date of incorporation.

The Notes are obligations only of the Co-Issuers (and, in the case of the Class D Notes, only of the Issuer), and none of the Notes are obligations of the Trustee, the Share Trustee, the Administrator, the Collateral Servicer, the Initial Purchaser or any of their respective Affiliates or any directors or officers of the Co-Issuers.

Walkers SPV Limited will act as the administrator (in such capacity, the “Administrator”) of the Issuer. The office of the Administrator will serve as the general business office of the Issuer. Through this office and pursuant to the terms of an agreement by and between the Administrator and the Issuer (the “Administration Agreement”), the Administrator will perform various management functions on behalf of the Issuer, including communications with the general public and the provision of certain clerical, administrative and other services until termination of the Administration Agreement. In consideration of the foregoing, the Administrator will receive various fees and other charges payable by the Issuer at rates provided for in the Administration Agreement and will be reimbursed for expenses.

The Administrator will be subject to the overview of the Board of Directors of the Issuer. The directors of the Issuer are Derrie Boggess, David Egglishaw and John Cullinane, each of whom is a director of the Administrator and each of whose offices are at Walkers SPV Limited, Walker House, Mary Street, P.O. Box 908GT, George Town, Grand Cayman, Cayman Islands. Any director of the Issuer may be removed at the direction of a Majority-in-Interest of Preference Shareholders. The Administration Agreement may be terminated by either the Issuer, at the direction of a Majority-in-Interest of Preference Shareholders, or the Administrator upon at least three months’ written notice, in which case a replacement Administrator would be appointed.

Pursuant to the terms of the Collateral Administration Agreement among the Issuer, LaSalle Bank National Association (the “Collateral Administrator”) and the Collateral Servicer (the “Collateral Administration Agreement”), the Issuer will retain the Collateral Administrator to prepare certain reports with respect to the Collateral Debt Securities.



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