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OFFERING MEMORANDUM STRATA 2007-1, LIMITED $40000000 ...

OFFERING MEMORANDUM STRATA 2007-1, LIMITED $40000000 ...

OFFERING MEMORANDUM STRATA 2007-1, LIMITED $40000000 ...

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Counterparty, the Interest Rate Swap Counterparty and the Calculation Agent"; to the best of the knowledge and<br />

belief of the Swap Counterparty, the Interest Rate Swap Counterparty and the Calculation Agent the information<br />

contained in "The Swap Counterparty, the Interest Rate Swap Counterparty and the Calculation Agent" is in<br />

accordance with the facts and does not omit anything likely to affect the import of such information; and (iii) the<br />

Placement Agent accepts responsibility for the information contained under "Plan of Offering"; to the best of the<br />

knowledge and belief of the Placement Agent the information contained in "Plan of Offering" is in accordance with<br />

the facts and does not omit anything likely to affect the import of such information. Accordingly, no representation,<br />

warranty, or undertaking, express or implied, is made, and no responsibility or liability is accepted, by the Issuer, the<br />

Trustee, the Portfolio Manager, the Swap Counterparty, the Interest Rate Swap Counterparty, the Placement Agent<br />

or any of their respective Affiliates as to the accuracy or completeness of the information contained in this Offering<br />

Memorandum, except as provided above. Each person receiving this Offering Memorandum acknowledges that<br />

such person has not relied on the Issuer, the Trustee, the Portfolio Manager the Swap Counterparty, the Interest Rate<br />

Swap Counterparty, the Placement Agent or any of their respective Affiliates in connection with the accuracy of<br />

such information or its investment decision, except as provided above.<br />

The information relating to the Replacement Collateral Assets has been accurately reproduced from<br />

information published by the issuer of the Replacement Collateral Assets, as set out below. So far as the Issuer is<br />

aware and is able to ascertain from such sources, no facts have been omitted from such sources which would render<br />

the reproduced information misleading.<br />

The Notes are being offered only to a limited number of institutional investors that are willing and able to<br />

conduct an independent analysis of the characteristics of the Notes and risks of ownership of the Notes. It is<br />

expected that prospective purchasers interested in participating in this offering are willing and able to conduct an<br />

independent investigation of the risks posed by an investment in the Notes. Representatives of the Placement Agent<br />

will be available to answer questions concerning the Issuer, the Notes, the Swap Agreements and the Collateral<br />

Assets and will, upon request, make available such other information as prospective purchasers may reasonably<br />

request.<br />

This Offering Memorandum is not intended to furnish legal, regulatory, tax, accounting, investment or<br />

other advice to any prospective purchaser of the Notes. This Offering Memorandum should be reviewed by each<br />

prospective purchaser and its legal, regulatory, tax, accounting, investment and other advisors. Prospective<br />

purchasers whose investment authority is subject to legal restrictions should consult their legal advisors to determine<br />

whether and to what extent the Notes constitute legal investments for them.<br />

No person is authorized in connection with any offering made hereby to give any information or make any<br />

representation other than as contained in this Offering Memorandum and, if given or made, such information or<br />

representation must not be relied upon as having been authorized by the Issuer, the Trustee, the Portfolio Manager,<br />

the Swap Counterparty, the Interest Rate Swap Counterparty or the Placement Agent. The delivery of this Offering<br />

Memorandum at any time does not imply that the information contained herein is correct at any time subsequent to<br />

its date.<br />

No action is being taken or is contemplated by the Issuer, the Trustee or the Placement Agent that would<br />

permit a public offering of the Notes or possession or distribution of this Offering Memorandum or any amendment<br />

thereof, or supplement thereto or any other offering material relating to the Issuer or the Notes in any jurisdiction<br />

where, or in any other circumstances in which, action for those purposes is required. The distribution of this<br />

Offering Memorandum and the offering of the Notes may also be restricted by law in certain jurisdictions.<br />

Consequently, nothing contained herein shall constitute an offer to sell, or a solicitation of an offer to buy, (i) any<br />

securities other than the Notes or (ii) any Notes in any jurisdiction in which it is unlawful for such Person to make<br />

such an offer or solicitation. Persons into whose possession this Offering Memorandum comes are required by the<br />

Issuer, the Trustee and the Placement Agent to inform themselves about, and to observe, any such restrictions.<br />

The Placement Agent will not assume any responsibility for the performance of any obligations of the<br />

Issuer or any other Person described in this Offering Memorandum or for the due execution, validity or<br />

enforceability of the Notes, the instruments or documents delivered in connection with the Notes or for the value or<br />

validity of any collateral or security interests pledged in connection therewith.<br />

12001-01597 NY:2045248.4<br />

ii

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