Untitled - Irish Stock Exchange

Business
The principal objects of the Issuer are set out in Clause 2 of its Memorandum of Association and permit,
inter alia, the issuance of the Notes, the entering into of the transaction documents, the purchase of the Collateral
and any and all other activities related to the transactions described in this Offering Circular. The Issuer has been
established as a special purpose vehicle for the purpose of acquiring the Collateral, issuing the Notes which are
asset-backed securities and entering into the transaction documents. The Issuer will covenant to observe certain
restrictions on its activities which are detailed more particularly in paragraph 3 of the "Listing and General
Information." Article 3 of the Co-Issuer's Certificate of Incorporation sets out the objectives of the Co-Issuer, which
include the business to be carried out by the Co-Issuer in connection with the issuance and sale of the Rated Notes.
The Issuers will not undertake any business other than the issuance of the Notes and the management of the Fund
Investments, entering into the Credit Agreement and Hedging and Short Sales Transactions and other related
transactions. The Issuers will not have any subsidiaries (other than any Hedging SPEs). Any financial statements
(audited or unaudited, annual or interim) prepared by, or on behalf of, the Issuer will be available at the office of the
Irish Paying Agent in Dublin, Ireland.
In general, subject to the credit quality and diversity of the Fund Investments and general market conditions
and the need (in the judgment of the Investment Manager) to satisfy the Over-Collateralization Tests or to obtain
funds for the redemption or payment of the Notes, the Issuer will own the Fund Investments and will receive
payments of interest on and principal of the Fund Investments.
Deutsche International Corporate Services (Ireland) Limited will also act as the corporate services provider
of the Issuer (in such capacity, the "Corporate Services Provider"). The office of the Corporate Services Provider
will serve as the general business office of the Issuer. Through this office and pursuant to the terms of an agreement
between the Corporate Services Provider and the Issuer (the "Corporate Services Agreement"), the Corporate
Services Provider will perform various administrative functions on behalf of the Issuer, including communications
with shareholders and the general public, and the provision of certain clerical, administrative and other services until
termination of the Corporate Services Agreement. In consideration of the foregoing, the Corporate Services
Provider will receive various fees and other charges payable by the Issuer at rates agreed upon from time to time
plus expenses.
The activities of the Corporate Services Provider under the Corporate Services Agreement will be subject
to the overview of the Issuer's Board of Directors. The Corporate Services Agreement may be terminated by either
the Issuer or the Corporate Services Provider upon three months' written notice or upon at least fourteen days' notice
upon the happening of certain events as specified in the Corporate Services Agreement. A successor corporate
services provider will be appointed if and when the Corporate Services Provider is removed. The Corporate
Services Provider's principal office is at 5 Harbourmaster Place, International Financial Services Centre, Dublin 1,
Ireland.
Directors
The directors of the Issuer are David McGuinness and Jennifer Coyne, each of whom is an employee of the
Corporate Services Provider and located at 5 Harbourmaster Place, International Financial Services Centre, Dublin 1,
Ireland.
The director of the Co-Issuer is Puglisi & Associates, located at 850 Library Avenue, Suite 204, Newark,
Delaware 19711. Donald J. Puglisi is the President, Secretary and Treasurer of the Co-Issuer and was previously a
Professor of Finance at the University of Delaware.
Organizational Expenses
The Issuer will bear the economic cost of legal, tax, accounting and other organizational expenses incurred
in connection with the Senior Facility, the Notes and the Indenture, the formation of the Issuer and Other Investment
Vehicles (including the Feeder Fund) and the payment of fees, if any, due to the Initial Purchaser in connection with
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