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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 47 ] --

(3) In the case of a transferee of Preference Shares, it is not, and for so long as it holds any Preference Shares, will not be, a Benefit Plan Investor or a Controlling Person unless, in the case of a Controlling Person, such transferee has informed the Preference Share Paying Agent that it is a Controlling Person, and it understands that the Preference Share Documents permit the Issuer to require that any person acquiring Preference Shares (or a beneficial interest therein) after the initial sale of the Preference Shares who is determined to be a Benefit Plan Investor or a Controlling Person, if, in the case of a Controlling Person, such acquisition causes the 25% Threshold to be exceeded to sell such Preference Shares (or a beneficial interest therein), to a person who is not a Benefit Plan Investor or a Controlling Person and who meets all other applicable transfer restrictions and, if such holder does not comply with such demand within 30 days thereof, the Issuer may sell such holder’s interest in such Preference Shares.

(4) It acknowledges that the foregoing acknowledgements, representations, warranties and agreements will be relied upon by the Co-Issuers (or, in the case of a Class D Note, the Issuer) and the Trustee (in the case of a Note) or the Issuer and the Preference Share Paying Agent (in the case of a Preference Share) for the purpose of determining its eligibility to purchase Offered Securities. It agrees to provide, if requested, any additional information that may be required to substantiate or confirm its status as a Qualified Institutional Buyer or under the exception provided pursuant to Section 3(c)(7) of the Investment Company Act, to determine compliance with ERISA and/or Section 4975 of the Code or to otherwise determine its eligibility to purchase Offered Securities.

GENERAL INFORMATION

1. 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 current estimate of total costs of listing the Notes on the Irish Stock Exchange is approximately €25,000.

2. Application has been made to the Irish Stock Exchange for the Preference Shares to be admitted to listing and trading on its Alternative Securities Market, which is not a regulated market (as defined by Article 1(13) of Directive 93/22/EEC). Any reference to “Prospectus” in the document should be taken to read “Listing Particulars” for the purpose of listing the Preference Shares on the Alternative Securities Market.

3. Following the date of the final Offering Circular and for the life of the prospectus, copies of the Issuer Charter, the Certificate of Incorporation and By-laws of the Co-Issuer, the Administration Agreement, the Indenture, the Preference Share Paying Agency Agreement, the Collateral Administration Agreement, form of Investor Application Letter, the Collateral Servicing Agreement and the Hedge Agreement entered into on the Closing Date will be available for inspection and the transfer certificates will be available for inspection, in physical and electronic form, at the offices of the Issuer and at the offices of the Irish Paying Agent located in Dublin, Ireland. The Issuer is not required by Cayman Islands law and the Issuer does not intend, to publish annual reports and accounts. The Co-Issuer is not required by Delaware state law, and the Co-Issuer does not intend, to publish annual reports and accounts. The Indenture, however, requires the Issuer to provide the Trustee with a written certificate, on an annual basis, that to the best of its knowledge following review of the activities of the prior year, no Event of Default has occurred or if there has been an Event of Default, the certificate shall set forth the nature and status thereof, including actions undertaken to remedy the same.

4. If and for so long as any Notes are listed on the Irish Stock Exchange, copies of the Articles of the Issuer, the Certificate of Incorporation and By-laws of the Co-Issuer, the resolutions of the board of directors of the Issuer authorizing the issuance of the Offered Securities, the resolutions of the board of directors of the Co-Issuer authorizing the issuance of the Notes (other than the Class D Notes), the Indenture and the Collateral Servicing Agreement will be available for inspection during the term of the Offered Securities at the office of the Trustee and at the offices of the Irish Paying Agent located in Dublin, Ireland. Copies of the Issuer Charter, the Certificate of Incorporation and By-laws of the Co-Issuer, the Administration Agreement, form of Investor Application Letter, the resolutions of the Board of Directors of the Issuer authorizing the issuance of the Notes and Preference Shares and the execution of the Indenture, the Preference Share Paying Agency Agreement, the Collateral Administration Agreement, the Collateral Servicing Agreement and the Hedge Agreement and the resolutions of the Board of Directors of the Co-Issuer authorizing the issuance of the Notes and the Indenture will be also available for inspection, in physical and electronic form, during the term of the Notes in the city of Chicago, Illinois at the office of the Trustee.





5. Each of the Co-Issuers represents that, as of the date of this Offering Circular, there has been no material adverse change in its financial position since its date of creation.

6. The Co-Issuers are not, and have not since incorporation been, involved in any governmental, litigation or arbitration proceedings relating to claims in amounts which may have or have had a material adverse effect on the Co-Issuers in the context of the issue of the Offered Securities, nor, so far as either of the Co-Issuers is aware, is any such governmental, litigation or arbitration proceedings involving either of them pending or threatened.

7. The issuance of the Offered Securities was authorized by the Board of Directors of the Issuer on or about July 28, 2006. The issuance of the Notes (other than the Class D Notes) was authorized by the Board of Directors of the Co-Issuer on or about July 28, 2006.

8. According to the rules and regulations of the Irish Stock Exchange, the Notes shall be freely transferable and therefore no transaction made on the Irish Stock Exchange shall be canceled.

9. Notes sold in offshore transactions in reliance on Regulation S and represented by Global Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg. The table below lists the CUSIP (CINS) Numbers and the International Securities Identification Numbers (ISIN) for the Global Notes:

–  –  –

Certain legal matters with respect to the Offered Securities will be passed upon for the Issuer by Orrick, Herrington & Sutcliffe LLP, New York, New York. Certain matters with respect to Cayman Islands corporate law and tax law will be passed upon for the Issuer by Walkers.

–  –  –

Following is a glossary of certain defined terms used in this Offering Circular. Defined terms not appearing in this glossary are referenced in the Index of Certain Defined Terms.

“ABS CDO Security” means an Asset-Backed Security that entitles the holder thereof to receive payments that primarily depend on the cashflow from a portfolio of financial assets (subject to specified investment and management criteria) the aggregate principal balance of which consists of at least 80% of Asset-Backed Securities, and that is issued by an entity formed for the purpose of holding or investing or reinvesting in such financial assets.

“ABS Type Diversified Securities” means (1) Automobile Securities; (2) Credit Card Securities;

and (3) Student Loan Securities.

“ABS Type Residential Securities” means (1) Mid-Prime RMBS Securities; (2) Prime RMBS Securities and (3) Sub-Prime RMBS Securities.

“ABS Type Undiversified Securities” means each type of Specified Type of Asset-Backed Securities, other than (a) ABS Type Diversified Securities or (b) ABS Type Residential Securities.

“ABX Index Security” means any Credit Default Swap transaction that references the ABX Index. For purposes of calculating satisfaction of the Collateral Quality Tests, Coverage Tests and the Overcollateralization Tests, any Credit Default Swap transaction that references the ABX Index will look through to the underlying Reference Obligations that comprise the ABX Index.

“Affiliate” or “Affiliated” means, with respect to a specified person, (a) any other person who, directly or indirectly, is in control of, or controlled by, or is under common control with, such person or (b) any other person who is a director, officer, employee, member or general partner of (1) such person or (2) any such other person described in clause (a) above. For the purposes of this definition, “control” of a person means the power, direct or indirect, (i) to vote more than 50% of the securities having ordinary voting power for the election of directors of such person or (ii) to direct or cause the direction of the management and policies of such person whether by contract or otherwise; provided that, in the case of the Issuer, no other special purpose company to which the Administrator provides directors and acts as share trustee shall be an Affiliate of the Issuer and, in the case of the Collateral Servicer, no other special purpose company to which the Collateral Servicer serves as investment advisor shall be an Affiliate of the Collateral Servicer.

“Agency CMO” means an Asset-Backed Security that is a collateralized mortgage obligation (a) issued by the Federal Home Loan Mortgage Corporation or the Federal National Mortgage Association or (b) as to which the timely payment of interest when due, and the payment of principal no later than its Stated Maturity, are fully and unconditionally guaranteed by the Federal Home Loan Mortgage Corporation or the Federal National Mortgage Association but only if such guarantee (x) expires no earlier than such Stated Maturity and (y) is independent of the performance by the obligor on such Asset-Backed Security.

“Aggregate Attributable Amount” means with respect to any specified Collateral Debt Security and issuers incorporated or organized under the laws of any specified jurisdiction or jurisdictions, (a) the principal balance of such Collateral Debt Security multiplied by (b) the aggregate principal balance of collateral securing such Collateral Debt Security issued by issuers so incorporated or organized divided by (c) the aggregate principal balance of all collateral securing such Collateral Debt Security. The Collateral Servicer will determine the Aggregate Attributable Amount with respect to any specified Collateral Debt Security and issuer or issuers based upon information in the most recent servicing, trustee or other similar report delivered in accordance with the related Underlying Instruments and, if no such information is available after inquiry of the relevant issuer, Servicer, collateral manager or any other person or entity serving in a similar capacity, by estimating such Aggregate Attributable Amount in good faith based upon all relevant information otherwise available to the Collateral Servicer.

“Aircraft Securities” means Asset-Backed Securities that entitle the holders thereof to receive payments that primarily depend (except for rights or other assets designed to assure the servicing or timely distribution of proceeds to holders of the Asset- Backed Securities) on the cash flow from leases and subleases of aircraft, vessels and telecommunications equipment to businesses for use in the provision of goods or services to consumers, the military or the government, generally having the following characteristics: (1) the leases and subleases have varying contractual maturities; (2) the leases or subleases are obligations of a relatively limited number of obligors and accordingly represent an undiversified pool of obligor credit risk; (3) the repayment stream on such leases and subleases is primarily determined by a contractual payment schedule, with early termination of such leases and subleases predominantly dependent upon the disposition to a lessee, sublessee or third party of the underlying equipment; (4) such leases or subleases typically provide for the right of the lessee or sublessee to purchase the equipment for its stated residual value, subject to payments at the end of lease term for excess usage or wear and tear; and (5) the obligations of the lessors or sublessors may be secured not only by the leased equipment but also by other assets of the lessee, sublessee or guarantees granted by third parties.

“Alt-A RMBS” means Prime RMBS Securities (Alt-A or Mixed Pools) and Mid-Prime RMBS Securities.



Pages:     | 1 |   ...   | 45 | 46 || 48 | 49 |   ...   | 57 |


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