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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 ...»

-- [ Page 38 ] --

Any removal or resignation of the Collateral Servicer as described above while any Notes are outstanding under the Indenture will be effective only if (i) 10 days’ prior notice is given to the Rating Agencies, the Hedge Counterparty and the Trustee (ii) the Rating Condition shall have been satisfied pursuant to the Indenture and the Collateral Servicing Agreement with respect to such action and assumption by an eligible successor, (iii) such successor has not been objected to in writing within 30 days after the date of such notice by holders of at least 66-2/3% of the aggregate outstanding amount of Notes of the Controlling Class and (iv) the appointment by the Issuer of a successor Collateral Servicer that is an established institution that (1) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Servicer pursuant to the Collateral Servicing Agreement, and with a substantially similar (or better) level of expertise, (2) is legally qualified and has the capacity to act as Collateral Servicer as successor to the Collateral Servicer pursuant to the Collateral Servicing Agreement, (3) has assumed in writing all of the responsibilities, duties and obligations of the Collateral Servicer under the Collateral Servicing Agreement and under the Indenture and the other transaction documents and is ready and able to assume the duties of the Collateral Servicer, (4) shall not cause the Issuer, the Co-Issuer or the pool of Collateral to become required to register under the provisions of the Investment Company Act, (5) will perform its duties as Collateral Servicer under the Collateral Servicing Agreement without causing adverse tax consequences to the Issuer or any holder of Notes, and (6) each Rating Agency has confirmed that the appointment of such successor Collateral Servicer will not cause its then-current rating of any of the Notes to be reduced or withdrawn. The Issuer, the retiring Collateral Servicer and the successor Collateral Servicer shall take such action consistent with the Collateral Servicing Agreement and the terms of the Indenture as shall be necessary to effectuate any such succession. If the Collateral Servicer shall resign or be removed but an eligible successor shall not have assumed all of the Collateral Servicer’s duties and obligations within 90 days after such resignation by reason of an objection of the holders of any Class of Notes as aforesaid, then the resigning Collateral Servicer may petition any court of competent jurisdiction for the appointment of an eligible successor.

The Collateral Servicer may not assign its responsibilities under the Collateral Servicing Agreement except (i) to an eligible successor described above and (ii) 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-inInterest of Preference Shareholders.

In certain circumstances, the interests of the Issuer and/or the holders of the Offered Securities with respect to matters as to which the Collateral Servicer is advising the Issuer may conflict with the interests of the Collateral Servicer and its affiliates. See “Risk Factors—Certain Conflicts of Interest— Conflicts of Interest Involving the Collateral Servicer”.

The Collateral Servicing Agreement provides that, in acquiring or entering into CDO Securities, RMBS Securities, CMBS Securities, other Asset-Backed Securities or Credit Default Swaps on behalf of the Issuer, the Collateral Servicer shall be deemed to have complied with its responsibility with respect to paragraph (9) in the Eligibility Criteria that the manner of acquisition not cause the Issuer to be engaged in a U.S. trade or business for U.S. Federal income tax purposes if certain requirements are satisfied.

These requirements are described in “Security for the Notes—Eligibility Criteria”.

Vanderbilt Capital Advisors, LLC

Vanderbilt Capital Advisors, LLC (“VCA”), with its principal office at 200 Park Avenue, New York, New York, 10166, will act as Collateral Servicer. The firm is a registered investment adviser under the Investment Advisers Act of 1940. VCA manages in excess of $12 billion in fixed income assets for over 50 institutional clients. VCA is a research-driven firm with longstanding experience in structured fixed income products and asset backed securities.

On April 25, 2006, VCA was acquired by Pioneer Investment Management USA Inc., the North American operating subsidiary of Pioneer Global Asset Management S.p.A., a global investment management group wholly owned by UniCredito Italiano, S.p.A. VCA or an Affiliate thereof is expected to purchase 100% of the Preference Shares on or about the Closing Date. See “Risk Factors—Certain Conflicts of Interest—Potential Conflicts of Interest Involving the Collateral Servicer”.

Set forth below is information regarding the key executives who will select and monitor the

collateral portfolio or provide managerial or executive support to the program:

Emad A. Zikry, Chief Executive Officer. Mr. Zikry is President and Chief Executive Officer of VCA. Previously, he was Managing Director and Head of Fixed Income and Quantitative Services at Mitchell Hutchins Institutional Investors, Inc. Mr. Zikry has had numerous articles published in professional and academic journals such as The Journal of Forecasting, The American Economist and The Journal of Fixed Income. He is a Board member of The National Investment Company and an Associate of The Foreign Policy Association. Mr. Zikry is an NASD Arbitrator. He is also a member of the Fixed Income Analysts Society, the National Association of Business Economist, the International Foundation of Employee Benefit Plans, the Economic Club of New York, and the Chief Executive Officers Club. He is a member of the Board of Advisors of the Pacific Institute and serves on The Advisory Committee of Fulcrum Global Partners and the Board of Directors of the Park Avenue Bank as well as Quality Systems, Inc. B.S. State University of New York; M.A., Ph.D. in Economics, University of Kansas.





Thomas A. Goepfert, Managing Director. Mr. Goepfert has been managing Fixed Income Total Return accounts for 28 years. Mr. Goepfert began his career at Manufacturers Hanover Trust Company and he joined Manufacturers Hanover Investment Corporation upon its formation. Mr. Goepfert was a Senior Vice President with Mitchell Hutchins Institutional Investors, Inc. He is responsible for the development and implementation of yield curve strategies, and allocation of assets among the various fixed income sectors. B.B.A. Hofstra University, M.B.A. Bernard Baruch College.

James J. Coleridge, Chief Financial Officer. Mr. Coleridge has 33 years of investment experience. As Compliance Officer for the firm, he fulfills the requirements of regulatory authorities.

Mr. Coleridge’s career began at Manufacturers Hanover Trust Company and he joined Manufacturers Hanover Investment Corporation upon its formation as Chief Operating Officer. Mr. Coleridge was also a Managing Director and Chief Administrative Officer with Mitchell Hutchins Institutional Investors, Inc.

B.A. Kean College.

Patrick A. Livney, Senior Managing Director. Mr. Livney has 20 years of investment experience.

Mr. Livney was a Partner at Asset Allocation & Management Company responsible for the CBO platform and Marketing. Prior to that, he served as Senior Vice President Sales at Prudential Securities, Inc.

B.S. Roosevelt University, Chicago.

Edward J. O’Hara, Senior Portfolio Manager. Mr. O’Hara has 23 years of investment experience.

Mr. O’Hara focuses on the mortgage sector with an emphasis on mortgage pass-throughs, CMO’s and CMBS. He was previously a Managing Director at INVESCO where he specialized in Mortgage-backed and Asset-backed securities. Prior to that, he was a Senior Portfolio Manager at Ark Asset Management serving in a similar capacity. B.S. in accounting, University of Bridgeport.

Ali Haghighat, Senior Portfolio Manager. Mr. Haghighat has 8 years of investment experience.

Mr. Haghighat focuses on the mortgage market with an emphasis on the Sub-Prime Residential sector of the ABS/MBS market. He joined VCA from Standish Mellon Asset Management where he managed ABS and RMBS securities, developed the RMBS credit platform, and was a senior member of the structured finance CDO group. Prior to that, he was a structured debt research analyst at Banc One Capital Markets and a credit manager within the bank’s securitization conduit. M.B.A. Loyola University, B.S. University of Wisconsin-Madison.

Stephen C. Bernhardt, Senior Portfolio Manager. Mr. Bernhardt has 21 years of investment experience. Mr. Bernhardt focuses on the CDO sector. Previously, he held positions at Prudential Securities, Smith Barney, Asset Allocation & Management, and Dean Witter Reynolds. B.A. Brown University.

David E. Ortiz, CFA, Senior Portfolio Manager. Mr. Ortiz has 13 years of investment experience.

Mr. Ortiz focuses on the corporate sector with an emphasis on quantitative credit research. Previously, he held the position of Partner at Asset Allocation & Management responsible for private placement and cyclical corporate credit research. Prior to that, he worked as corporate credit research analyst for Prudential Capital’s Private Placement Group. M.B.A. in Finance, University of Chicago, B.S. in Finance, Miami University of Ohio.

Lawrence R. Zeno, Senior Portfolio Manager. Mr. Zeno has 17 years of investment experience.

Mr. Zeno focuses on the ABS/CMBS sectors. Previously, he held the position of Senior Manager of trading at Asset Allocation & Management Company where he also managed the ABS/CMBS Structured Finance portfolio. B.A. Northwestern University.

Weixiong Li, Ph.D, Senior Quantitative Analyst. Mr. Li has 11 years of financial industry experience. Mr. Li focuses on credit market analytics, risk management methodology and implementation, as well as investment ideas research and testing Mr. Li joined VCA from Bank One/JPMorgan, where he was Director of Portfolio Analytics in the Credit Portfolio Management Group.

Prior to that, he was Vice President of Enterprise Risk Management at ABN AMRO North America, Research Programmer/Trader at Klee Research and Trading, Industry Analyst at First Chicago Corporation, and Postdoctoral Research Fellow at the Materials Science and Engineering Department of the University of Pittsburgh. Mr. Li has been a speaker at various conferences and has published research papers on Risk Magazine and other journals. B.S. Fudan University in China, M.S. and Ph.D.

from the Carnegie Mellon University, all in theoretical physics.

Kurt W. Florian, Jr., Chief Operating Officer and Counsel of the Structured Finance Group.

Mr. Florian has 22 years of experience. Previously, Mr. Florian was a partner at the law firm of Katten Muchin Rosenman LLP in Chicago, where he was co-chair of the securitization practice and focused on securitization and other corporate transactions. B.A., with honors, University of Chicago, J.D., Duke University School of Law.

Nicolas N.M. Pauwels, Portfolio Manager. Mr. Pauwels has 8 years of investment experience.

Mr. Pauwels was previously a trader at KBC Bank where he traded Eurobonds and emerging markets forwards respectively. M.B.A., analytic finance University of Chicago. M.S., Tax Management Solvay Business School, Belgium. MS, Applied Economics, Katholieke Universiteit Leuven, Belgium.

Ben Safanda, Portfolio Manager. Mr. Safanda has 6 years of investment experience.

Mr. Safanda focuses on quantitative analysis across all of the market sectors. Previously, he supported the CDO platform at Asset Allocation & Management. B.A. Haverford College.

Robert Salazar, Senior Administrative Officer - CDOs. Mr. Salazar has 6 years of investment experience. Before joining VCA, he was a Vice President at LaSalle Bank N.A., where he worked on the closing and modeling of new CDO transactions, while providing oversight of a portfolio of ABS CDOs and Synthetic CDOs. M.B.A., DePaul University, B.S., University of Illinois-Champaign. Mr. Salazar is a candidate for CFA Level III exam.

Marc Konheiser, Senior Operations Manager. Mr. Konheiser has 11 years of investment experience. Mr. Konheiser is primarily responsible for coordinating the processing of trades and resolving any settlement issues between broker-dealers and accounts’ custodian banks. Prior to VCA, he held several positions at AMBAC-Cadre most recently as a money market portfolio manager. B.A. University of New York at Stony Brook.

Joseph Carlino, Operations Specialist. Mr. Carlino has 23 years of experience in Financial Operations. Mr. Carlino is responsible for developing, implementing and monitoring a comprehensive risk management program. He worked at Mellon Financial Corporation and at Goldman Sachs & Co. B.A. St.

Francis College.

CERTAIN UNITED STATES TAX CONSIDERATIONS

The following is a summary under present law of certain U.S. federal income tax considerations for prospective purchasers of the Offered Securities. It addresses only purchasers that buy in the original offering at the original offering price, hold the Offered Securities as capital assets and use the U.S. dollar as their functional currency. The discussion does not consider the circumstances of particular purchasers, some of which (such as banks, insurance companies, securities traders and dealers, or persons holding the Offered Securities as part of a hedge, straddle, conversion, integrated or constructive sale transaction) are subject to special tax regimes. The discussion is a general summary. It is not a substitute for tax advice.

EACH PROSPECTIVE PURCHASER SHOULD CONSULT ITS OWN TAX ADVISOR ABOUT

THE TAX CONSEQUENCES OF AN INVESTMENT IN THE NOTES UNDER THE LAWS OF THE

UNITED STATES AND ITS CONSTITUENT JURISDICTIONS AND ANY OTHER JURISDICTIONS

WHERE THE PURCHASER MAY BE SUBJECT TO TAXATION.

For purposes of this discussion, a “Holder” is a beneficial owner of Offered Securities. A “U.S.



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