- Page 1 and 2: Offering Subject Memorandum to Comp
- Page 3 and 4: subsequent transferee will be requi
- Page 5 and 6: ACCORDANCE WITH PART 6D.2 OF THE CO
- Page 7 and 8: NOTICE TO RESIDENTS IN THE PROVINCE
- Page 9 and 10: MUTUAL FUNDS, PORTFOLIO INVESTMENT
- Page 11 and 12: THE OFFERED SECURITIES HAVE NOT BEE
- Page 13 and 14: BENEFICIAL OWNERS OF SUCH OFFERED S
- Page 15: Shares, the Issuer under the Prefer
- Page 19 and 20: CAYMAN ISLANDS TAX CONSIDERATIONS..
- Page 21 and 22: Issuer: ...........................
- Page 23 and 24: Interest Reserve Account (to be app
- Page 25 and 26: Counterparties as it may elect in i
- Page 27 and 28: United States or any state thereof
- Page 29 and 30: (iii) such calculation will not inc
- Page 31 and 32: The "Reinvestment Overcollateraliza
- Page 33 and 34: The foregoing descriptions are summ
- Page 35 and 36: (z) Not more than the percentage of
- Page 37 and 38: the proceeds of such sale may be re
- Page 39 and 40: (v) the Weighted Average Rating Fac
- Page 41 and 42: (6) to the payment of accrued and u
- Page 43 and 44: (4) to the payment of the amounts r
- Page 45 and 46: RISK FACTORS An investment in the O
- Page 47 and 48: To the extent the requirements unde
- Page 49 and 50: Preferred Shares. In the event of a
- Page 51 and 52: Investments of the Issuer in securi
- Page 53 and 54: Controlling Class are entitled to d
- Page 55 and 56: the ability of the Co-Issuers to op
- Page 57 and 58: Agency in rating the Notes or any r
- Page 59 and 60: not directly benefit from the colla
- Page 61 and 62: circumstances, the loaned Collatera
- Page 63 and 64: Securities are entitled to vote, in
- Page 65 and 66: As part of their regular business,
- Page 67 and 68:
Declaration of Trust). It is not an
- Page 69 and 70:
Carrie Bunton, Vice President Carri
- Page 71 and 72:
any Notes for any Interest Accrual
- Page 73 and 74:
Withholding Tax Obligations, in eac
- Page 75 and 76:
Payments on the Offered Securities
- Page 77 and 78:
state of the United States or any o
- Page 79 and 80:
payments except the portion thereof
- Page 81 and 82:
Intermediary; and (ii) all other ac
- Page 83 and 84:
Payment Sequence or (y) if, on the
- Page 85 and 86:
payment of all amounts due from the
- Page 87 and 88:
In order to ensure that the Issuer
- Page 89 and 90:
3.0% Any of Greece, Italy or Portug
- Page 91 and 92:
assigning Selling Institution shoul
- Page 93 and 94:
The Class B Interest Coverage Test
- Page 95 and 96:
Minimum Diversity Score Maximum Wei
- Page 97 and 98:
Rating/Minimum Spread/Maximum WAL M
- Page 99 and 100:
Moody's Recovery Rate for All Other
- Page 101 and 102:
emaining for the payment of the Cla
- Page 103 and 104:
(b) the Overcollateralization Tests
- Page 105 and 106:
The "Required Sale Date" means, (a)
- Page 107 and 108:
Principal Collection Account All pr
- Page 109 and 110:
Agreement, or if any such Swap Agre
- Page 111 and 112:
Account will be utilized to purchas
- Page 113 and 114:
transfer of such amounts (except fo
- Page 115 and 116:
(y) replace itself under the relate
- Page 117 and 118:
denominated in the same Permitted C
- Page 119 and 120:
Lending Counterparty so that the Se
- Page 121 and 122:
agreed that if such purchaser is no
- Page 123 and 124:
or bad faith on its part, arising o
- Page 125 and 126:
and all other amounts payable under
- Page 127 and 128:
federal, state, local or foreign in
- Page 129 and 130:
elevant provisions of the Indenture
- Page 131 and 132:
Co-Issuers of all other amounts due
- Page 133 and 134:
holders of the Preferred Shares of,
- Page 135 and 136:
Zhen Tao, Associate. Prior to joini
- Page 137 and 138:
If the Collateral Management Agreem
- Page 139 and 140:
Manager, the resigning or removed C
- Page 141 and 142:
Manager certain reports, schedules
- Page 143 and 144:
A U.S. Holder generally will recogn
- Page 145 and 146:
CAYMAN ISLANDS TAX CONSIDERATIONS T
- Page 147 and 148:
The Issuer intends to limit purchas
- Page 149 and 150:
In the Placement Agreement, each of
- Page 151 and 152:
any of their respective affiliates
- Page 153 and 154:
Additional Restrictions No transfer
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EMPLOYEE BENEFIT PLAN SUBJECT TO TI
- Page 157 and 158:
AND IS NOT A QUALIFIED PURCHASER, A
- Page 159 and 160:
warehouse facility (including the l
- Page 161 and 162:
GLOSSARY "Accredited Investor" mean
- Page 163 and 164:
such Floating Rate Collateral Debt
- Page 165 and 166:
has decreased its spread over a Lon
- Page 167 and 168:
"Defaulted Obligation" means for an
- Page 169 and 170:
organized under the laws of the Uni
- Page 171 and 172:
provides services; provided that U.
- Page 173 and 174:
"Form-Approved Synthetic Security"
- Page 175 and 176:
that the Collateral Manager may bas
- Page 177 and 178:
affiliates have defaulted on any de
- Page 179 and 180:
"Principal Balance" means with resp
- Page 181 and 182:
disposition of Collateral Debt Obli
- Page 183 and 184:
"Sale Proceeds" means with respect
- Page 185 and 186:
ating if such rating is higher than
- Page 187 and 188:
Aa1 15% 20% Aa2 10% 20% Aa3 7.5% 15
- Page 189 and 190:
INDEX OF DEFINED TERMS $...........
- Page 191 and 192:
Issuer Par Amount .................
- Page 193 and 194:
USA PATRIOT Act....................
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equirement for written certificatio
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9. We understand that the Issuer, t
- Page 199 and 200:
ANNEX B FORM OF PREFERRED SHARE ERI
- Page 201 and 202:
(v) (vi) the proceeds of such sale,
- Page 203 and 204:
EXHIBIT A Aggregate Industry Unit S
- Page 205 and 206:
Standard & Poor's Industry Classifi