Margin over EURIBOR (1) Amount

Transcription

1 Windermere XII FCC (a French mutual debt fund (fonds commun de créances) regulated by Articles L , L to L and L of the French Code monétaire et financier) 776,000,000 Class A Commercial Mortgage Backed Floating Rate Notes due ,400,000 Class B Commercial Mortgage Backed Floating Rate Notes due ,600,000 Class C Commercial Mortgage Backed Floating Rate Notes due ,200,000 Class D Commercial Mortgage Backed Floating Rate Notes due ,800,000 Class E Commercial Mortgage Backed Floating Rate Notes due ,300,000 Class F Commercial Mortgage Backed Floating Rate Notes due ,700,000 Class G Commercial Mortgage Backed Floating Rate Notes due ,000,000 Class H Commercial Mortgage Backed Floating Rate Notes due 2017 Application has been made to the Irish Stock Exchange Limited (The "Irish Stock Exchange") for the 776,000,000 Class A Commercial Mortgage Backed Floating Rate Notes due 2017 (the "Class A Notes"), the 317,400,000 Class B Commercial Mortgage Backed Floating Rate Notes due 2017 (the "Class B Notes"), the 126,600,000 Class C Commercial Mortgage Backed Floating Rate Notes due 2017 (the "Class C Notes"), the 39,200,000 Class D Commercial Mortgage Backed Floating Rate Notes due 2017 (the "Class D Notes"), the 80,800,000 Class E Commercial Mortgage Backed Floating Rate Notes due 2017 (the "Class E Notes"), the 81,300,000 Class F Commercial Mortgage Backed Floating Rate Notes due 2017 (the "Class F Notes"), the 38,700,000 Class G Commercial Mortgage Backed Floating Rate Notes due 2017 (the "Class G Notes"), the 59,000,000 Class H Commercial Mortgage Backed Floating Rate Notes due 2017 (the "Class H Notes"), and, together with the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes, the Class F Notes and the Class G Notes, the "Listed Notes") of Windermere XII FCC (the "Issuer") to be admitted to the Official List of the Irish Stock Exchange and to trading on the regulated market of the Irish Stock Exchange. References in this prospectus to Listed Notes being "listed" (and all related references) shall mean that such Listed Notes have been listed on the Irish Stock Exchange's Regulated Market. The Irish Stock Exchange's Regulated Market is a regulated market for the purposes of the Investment Services Directive (Directive 93/22/EEC). There can be no assurance that any such listing will be obtained or, if obtained, will be maintained. This offering circular (the "Offering Circular") constitutes a prospectus (the "Prospectus") for the purposes of Directive 2003/71/EC (the "Prospectus Directive"). References throughout this document to the "Offering Circular" shall be taken to read "Prospectus" for such purpose. Application has been made to the Irish Financial Services Regulatory Authority (the "Financial Regulator in Ireland"), as competent authority under the Prospectus Directive, for the Prospectus to be approved. Simultaneously with the issuance of the Listed Notes, the Issuer will issue the 30,000,000 Class I1 Commercial Mortgage Backed Floating Rate Notes due 2017 (the "Class I1 Notes"), the 69,950,000 Class I2 Commercial Mortgage Backed Floating Rate Notes due 2017 (the "Class I2 Notes"), the 20,000,000 Class I3 Commercial Mortgage Backed Floating Rate Notes due 2017 (the "Class I3 Notes" and together with the Class I1 Notes, the Class I2 Notes, the "Class I Notes" or the "Junior Unlisted Notes") and the 300 Class X Commercial Mortgage Backed Variable Income Notes due 2017 (the "Class X Notes", together with the Listed Notes, the "Senior Notes"). The Class I1 Notes, the Class I2 Notes, the Class I3 Notes and the Class X Notes (together the "Unlisted Notes") will not be admitted to the Official List of the Irish Stock Exchange. The Listed Notes and the Unlisted Notes are collectively referred to as the "Notes". The Financial Regulator in Ireland has only approved this document in relation to the Listed Notes which are to be listed on the Irish Stock Exchange or any other EU Regulated Market and the Financial Regulator in Ireland has neither reviewed nor approved this document in relation to the unlisted Notes or Residual Units. Interest on the Listed Notes will be payable quarterly in arrear in euros on January 10, April 10, July 10 and October 10 in each year, subject to adjustment for non-business days as described herein (each a "Note Interest Payment Date"). The first Note Interest Payment Date will be October 10, The interest rate applicable to the Listed Notes from time to time will be determined by reference to the European Interbank Offered Rate ("EURIBOR") for three-month euro deposits plus a margin which will be different for each class of Listed Notes, as set out under "Margin over EURIBOR" in the table below. The Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes, the Class F Notes, the Class G Notes and the Class H Notes are expected, on their issue, to be assigned the ratings set out opposite the relevant class in the table below by Moody's Investor Services, Inc. ("Moody's"), DBRS (Europe) Limited ("DBRS"), Fitch Ratings Ltd. ("Fitch") and Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P" and, together with Moody's, DBRS and Fitch, the "Rating Agencies"). A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by one or more of the assigning Rating Agencies. The ratings from the Rating Agencies only address the likelihood of timely receipt by any holder of Listed Notes (each, a "Noteholder") of interest on the Notes and the likelihood of receipt by any Noteholder of principal of the Listed Notes by the relevant Final Maturity Date and do not address the likelihood of receipt by any Noteholder of principal prior to the relevant Final Maturity Date. Class Expected Ratings S&P Moody's DBRS Fitch Initial Principal Amount Margin over EURIBOR (1) Estimated Average Life (1) Expected Final Note Interest Payment Date Final Maturity Date A Notes AAA Aaa AAA AAA 776,000, per cent 5.0 years July 10, 2012 July 10, % B Notes AAA - - AAA 317,400, per cent 5.0 years July 10, 2012 July 10, % C Notes AA - - AA 126,600, per cent 5.0 years July 10, 2012 July 10, % D Notes A - - AA 39,200, per cent 5.0 years July 10, 2012 July 10, % E Notes A - - A 80,800, per cent 5.0 years July 10, 2012 July 10, % F Notes BBB - - A 81,300, per cent 5.0 years July 10, 2012 July 10, % G Notes BBB - - BBB 38,700, per cent 5.0 years July 10, 2012 July 10, % H Notes BBB 59,000,000 one per cent 5.0 years July 10, 2012 July 10, % (1) See "Estimated Average Lives of the Listed Notes and Assumptions"at page 175. Issue Price The Class X Notes will be rated AAA by DBRS and AAA by Fitch. The Notes will be issued simultaneously on or about August 10, 2007 (the "Closing Date"). All Notes will be secured by the same security, subject to the priority described herein. The Notes of each class will rank pari passu with each other and without priority over other Notes of the same class. Prior to redemption on the Note Interest Payment Date falling in July 10, 2017 (the "Final Maturity Date"), the Notes will be subject to mandatory redemption in certain circumstances. For further information, see "Terms and Conditions of the Notes - Redemption and Cancellation" at page 192.

2 . THIS OFFERING CIRCULAR HAS NOT BEEN SUBMITTED TO THE CLEARANCE PROCEDURES OF THE FRENCH AUTORITE DES MARCHES FINANCIERS NOR PASSPORTED IN FRANCE. ACCORDINGLY, (I) THE CLASS A NOTES AND THE CLASS X NOTES MAY ONLY BE OFFERED AND SOLD IN FRANCE TO PROVIDERS OF INVESTMENT SERVICES RELATING TO PORTFOLIO MANAGEMENT FOR THE ACCOUNT OF THIRD PARTIES (PERSONNES FOURNISSANT LE SERVICE D'INVESTISSEMENT DE GESTION DE PORTEFEUILLE POUR COMPTE DE TIERS) AND/OR TO QUALIFIED INVESTORS (INVESTISSEURS QUALIFIES), OTHER THAN INDIVIDUALS, ALL AS DEFINED IN AND IN ACCORDANCE WITH ARTICLE L AND ARTICLES D TO D OF THE FRENCH CODE MONÉTAIRE ET FINANCIER), AND (II) THE CLASS B NOTES, THE CLASS C NOTES, THE CLASS D NOTES, THE CLASS E NOTES, THE CLASS F NOTES, THE CLASS G NOTES AND THE CLASS H NOTES MAY ONLY BE OFFERED AND SOLD IN FRANCE TO QUALIFIED INVESTORS (INVESTISSEURS QUALIFIÉS), OTHER THAN INDIVIDUALS, ALL AS DEFINED IN AND IN ACCORDANCE WITH ARTICLE L AND ARTICLES D TO D OF THE FRENCH CODE MONÉTAIRE ET FINANCIER) AND/OR TO ANY PERSON, OTHER THAN AN INDIVIDUAL, AS DESCRIBED IN PARAGRAPHS 3 AND 4 OF ARTICLE R OF THE FRENCH CODE MONÉTAIRE ET FINANCIER. ACCORDINGLY, THE NOTES MAY NOT BE OFFERED OR SOLD TO THE PUBLIC IN FRANCE, DIRECTLY OR INDIRECTLY, AND NEITHER THIS PROSPECTUS NOR ANY PART HEREOF NOR ANY OTHER PROSPECTUS, FORM OF APPLICATION, ADVERTISEMENT, OTHER OFFERING MATERIAL OR OTHER INFORMATION MAY BE ISSUED, DISTRIBUTED OR PUBLISHED TO THE PUBLIC IN FRANCE, EXCEPT IN CIRCUMSTANCES THAT WILL RESULT IN COMPLIANCE WITH ALL APPLICABLE LAWS, ORDERS, RULES AND REGULATIONS, AS MORE PARTICULARLY DESCRIBED IN "SUBSCRIPTION AND SALE - SELLING RESTRICTIONS - FRANCE" AT PAGE 250 BELOW. THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW OF ANY STATE OF THE UNITED STATES OR ANY OTHER RELEVANT JURISDICTION. IN ADDITION, THE ISSUER HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"). CONSEQUENTLY, (A) THE LISTED NOTES MAY BE OFFERED AND SOLD WITHIN THE UNITED STATES OR TO A U.S. PERSON, ONLY TO ELIGIBLE INVESTORS (AS DEFINED HEREIN) IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") AND THE EXCEPTION CONTAINED IN SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT AND THE RULES AND REGULATIONS THEREUNDER AND (B) THE LISTED NOTES AND THE UNLISTED NOTES MAY BE OFFERED AND SOLD OUTSIDE THE UNITED STATES TO PERSONS WHO ARE NOT U.S. PERSONS PURSUANT TO REGULATION S UNDER THE SECURITIES ACT ("REGULATION S"). FOR FURTHER INFORMATION ABOUT SUCH LIMITATIONS AND RESTRICTIONS, SEE "SUBSCRIPTION AND SALE" AT PAGE 247 FOR FURTHER INFORMATION ABOUT CERTAIN RESTRICTIONS ON RESALES OR TRANSFERS, SEE "TRANSFER RESTRICTIONS" AT PAGE 254. If any withholding or deduction for or on account of tax is applicable to payments of interest or repayments of principal on the Notes, such payments or repayments will be made subject to such withholding or deduction without the Issuer being obliged to pay any additional amounts as a consequence. The Regulation S Notes (as defined herein) will be issued in bearer dematerialised form (au porteur) only and the Rule 144A Listed Notes (as defined herein) will be issued in administered registered dematerialised form (au nominatif administré) only to the Depositary (as defined below). The Depositary will issue global depositary receipts ("DRs") evidencing the Rule 144A Listed Notes to The Depository Trust Company ("DTC") or its nominee. The Notes are expected to be accepted for clearance through Euroclear France, Euroclear and Clearstream (both as defined herein) and the DRs through DTC as more fully described herein. SEE "RISK FACTORS" AT PAGE 40 FOR A DISCUSSION OF CERTAIN FACTORS TO BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE NOTES. EuroTitrisation Management Company FONDS COMMUN DE CRÉANCES Established jointly by BNP Paribas Securities Services Custodian Joint Lead Manager Goldman Sachs International Joint Lead Manager This Offering Circular is dated August 10,

3 IMPORTANT NOTICE THE NOTES AND INTEREST THEREON WILL NOT BE OBLIGATIONS OR RESPONSIBILITIES OF ANY PERSON OTHER THAN THE ISSUER. IN PARTICULAR, THE NOTES WILL NOT BE OBLIGATIONS OR RESPONSIBILITIES OF, OR BE GUARANTEED BY, LEHMAN BROTHERS BANKHAUS AKTIENGESELLSCHAFT ("LEHMAN BANK AG") OR ANY OF ITS AFFILIATES, GOLDMAN SACHS INTERNATIONAL BANK ("GSIB") OR ANY OF ITS AFFILIATES, OR OF OR BY THE JOINT LEAD MANAGERS, THE SERVICER, THE SUB-SERVICER, THE PRINCIPAL PAYING AGENT, THE IRISH PAYING AGENT, THE ISSUER LIQUIDITY FACILITY PROVIDER, THE MANAGEMENT COMPANY, THE CUSTODIAN, THE REGISTRAR, THE OPERATING BANK, THE LISTING AGENT, THE DEPOSITARY, THE HEDGING BANK, THE HEDGING GUARANTOR, (EACH AS DEFINED HEREIN) OR ANY OF THEIR RESPECTIVE AFFILIATES, AND NONE OF SUCH PERSONS ACCEPTS ANY LIABILITY WHATSOEVER IN RESPECT OF ANY FAILURE BY THE ISSUER TO MAKE PAYMENT OF ANY AMOUNT DUE ON THE NOTES. This Offering Circular comprises a prospectus (the "Prospectus") for the purposes of Article 5 of Directive 2003/71/EC (the "Prospectus Directive") and for the purpose of giving information with regard to the Issuer which is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and the rights attaching to the Notes. The terms "Prospectus" and "Offering Circular" are used interchangeably. Any foreign language text included within the document is for convenience purposes only and does not form part of the Prospectus. The Management Company and the Custodian accept responsibility for all information contained in this Offering Circular, save for the information contained in "General Accounting Principles Governing the Issuer". To the best of the knowledge of the Management Company and the Custodian (having taken all reasonable care to ensure that such is the case), the information contained in this Offering Circular, save for the information contained in "General Accounting Principles Governing the Issuer", is in accordance with the facts and does not omit anything likely to affect the import of such information. The accounting principles used in this Offering Circular comply with those recommended by the Conseil National de la Comptabilité in respect of French debt mutual funds (fonds communs de créances). BDO Marque & Gendrot accept responsibility for all information contained in "General Accounting Principles Governing the Issuer". To the best of the knowledge of BDO Marque & Gendrot (having taken all reasonable care to ensure that such is the case), the information contained in "General Accounting Principles Governing the Issuer" is in accordance with the facts and does not omit anything likely to affect the import of such information. No person is or has been authorised in connection with the issue and sale of the Notes to give any information or to make any representation not contained in this Offering Circular and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Issuer, Lehman Bank AG (in any capacity), GSIB (in any capacity), the Loan Agent, the Servicer, the Sub- Servicer, the Principal Paying Agent, the Irish Paying Agent, the Issuer Liquidity Facility Provider, the Management Company, the Custodian, the Registrar, the Operating Bank, the Listing Agent, the Depositary, the Hedging Bank, the Hedging Guarantor (each as defined herein). Neither the delivery of this Offering Circular nor any sale or allotment made in connection with the offering of any of the Notes shall, under any circumstances, constitute a representation or create any implication that there has been no change in the information contained herein since the date hereof or that the information contained herein is correct as of any time subsequent to its date. Neither this Offering Circular nor any other information supplied in connection with the Notes should be considered as a recommendation by Lehman Bank AG, GSIB, the Joint Lead Managers, the Management Company or the Custodian that any recipient of this Offering Circular should purchase any Notes. Each 3

4 investor contemplating purchasing any Notes should make its own independent investigation and appraisal of the creditworthiness of the Issuer. Other than the approval by the Financial Regulator in Ireland of this Offering Circular as a prospectus in accordance with the requirements of the Prospectus Directive and relevant implementing measures in Ireland, application having been made for the Listed Notes to be admitted to the Official List of the Irish Stock Exchange and to trading on the regulated market of the Irish Stock Exchange no action has been, nor will be taken to permit a public offering of the Notes or the distribution of this Offering Circular in any jurisdiction. The distribution of this Offering Circular and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular (or any part hereof) comes are required by the Management Company, acting on behalf of the Issuer, the Custodian and the Joint Lead Managers to inform themselves about and to observe any such restrictions. For a further description of certain restrictions on offers and sales of the Notes and distribution of this Offering Circular, see "Subscription and Sale" at page 247 below). In accordance with the provisions of Article L of the French Code monétaire et financier, Notes issued by the Issuer may not be sold by way of solicitation and canvassing (démarchage). Neither this Offering Circular nor any part of it constitutes an offer to sell or the solicitation of an offer to buy any of the Notes and neither this Offering Circular nor any part of it may be used for or in connection with an offer to, or a solicitation by, any person in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Each investor contemplating the purchase of any Notes should conduct an independent investigation of the financial condition, and appraisal of the capacity of payments of the Issuer, the risks associated with the Notes and of the legal, tax, accounting and capital adequacy consequences of an investment in the Notes. For a further description of certain restrictions on offers and sales of the Notes and distribution of this Offering Circular (or any part hereof) see below "Subscription and Sale" at page 247 and "Transfer Restrictions" at page 254. This Offering Circular has not been submitted to the clearance procedures of the French Autorité des Marchés Financiers nor passported in France. Accordingly, the Joint Lead Managers have represented and agreed that it has not offered or sold and will not offer or sell, directly or indirectly, the Notes to the public in the Republic of France and has not distributed or caused to be distributed and will not cause to be distributed directly or indirectly to the public in the Republic of France this Offering Circular or any material relating to the Notes. Such offers, sales and distributions of the Class A Notes and the Class X Notes may only be made in France to (a) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (b) qualified investors (investisseurs qualifiés), other than individuals, all as defined in and in accordance with Article L and Articles D to D of the French Code monétaire et financier. Such offers, sales and distributions of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes, the Class F Notes, the Class G Notes, the Class H Notes, the Class I1 Notes, the Class I2 Notes and the Class I3 Notes may only be made in France to (a) qualified investors (investisseurs qualifiés), other than individuals, all as defined in and in accordance with, Article L and Articles D to D of the French Code monétaire et financier and/or (b) any person as described in paragraphs 3 and 4 of Article R of the French Code monétaire et financier. Persons into whose possession this Offering Circular (or any part hereof) comes are required to inform themselves about and to observe any such restrictions. THE NOTES AND DRs HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER RELEVANT JURISDICTION. IN ADDITION, THE ISSUER HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"). CONSEQUENTLY, (A) THE LISTED NOTES AND DRs EVIDENCING RULE 144A LISTED NOTES MAY BE OFFERED AND SOLD WITHIN THE UNITED STATES OR TO A U.S. PERSON, ONLY TO ELIGIBLE INVESTORS (AS DEFINED BELOW) IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") AND THE EXCEPTION CONTAINED IN SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT AND THE 4

5 RULES AND REGULATIONS THEREUNDER AND (B) THE LISTED NOTES AND THE UNLISTED NOTES MAY BE OFFERED AND SOLD OUTSIDE THE UNITED STATES TO PERSONS WHO ARE NOT U.S. PERSONS PURSUANT TO REGULATION S UNDER THE SECURITIES ACT ("REGULATION S"). "ELIGIBLE INVESTORS" ARE DEFINED TO INCLUDE PERSONS WHO ARE BOTH "QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED UNDER RULE 144A UNDER THE SECURITIES ACT, AND "QUALIFIED PURCHASERS" AS DEFINED IN SECTION 2(A)(51)(A) OF THE INVESTMENT COMPANY ACT AND THE RULES AND REGULATIONS THEREUNDER. EACH PURCHASER OF THE NOTES, AND DRs EVIDENCING THE RULE 144A LISTED NOTES, IN MAKING ITS PURCHASE, WILL BE DEEMED TO HAVE MADE CERTAIN ADDITIONAL ACKNOWLEDGEMENTS, REPRESENTATIONS AND AGREEMENTS AS SET FORTH HEREIN UNDER "SUBSCRIPTION AND SALE", "ERISA CONSIDERATIONS" AND "TRANSFER RESTRICTIONS". PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT THE SELLER OF ANY RULE 144A LISTED NOTES, OR DRs EVIDENCING RULE 144A LISTED NOTES, MAY BE RELYING ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A AND AN EXCLUSION FROM THE DEFINITION OF "INVESTMENT COMPANY" UNDER SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT AND NO TRANSFER OF A DR OR A RULE 144A LISTED NOTE EVIDENCED THEREBY MAY BE MADE WHICH WOULD CAUSE THE ISSUER TO BECOME SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR THE INVESTMENT COMPANY ACT. THE NOTES AND DRs EVIDENCING RULE 144A LISTED NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES' SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAS ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE. THE UNLISTED NOTES ARE NOT DESIGNED FOR, AND MAY NOT BE PURCHASED OR HELD BY, ANY "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE UNITED STATES' EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), WHICH IS SUBJECT TO ERISA), OR ANY "PLAN" (AS DEFINED IN SECTION 4975 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") WHICH IS SUBJECT TO CODE SECTION 4975), OR BY ANY PERSON ANY OF THE ASSETS OF WHICH ARE, OR ARE DEEMED FOR PURPOSES OF ERISA OR SECTION 4975 OF THE CODE TO BE, ASSETS OF SUCH EMPLOYEE BENEFIT PLAN OR PLAN, AND EACH PURCHASER OF AN UNLISTED NOTE WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED AND AGREED THAT IT IS NOT, AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE, SUCH AN EMPLOYEE BENEFIT PLAN, PLAN OR PERSON. FOR FURTHER INFORMATION, SEE "ERISA CONSIDERATIONS" AT PAGE 236. THE CLASS A NOTES, THE CLASS B NOTES, THE CLASS C NOTES, THE CLASS D NOTES, THE CLASS E NOTES, THE CLASS F NOTES, THE CLASS G NOTES AND THE CLASS H NOTES MAY ONLY BE PURCHASED BY OR TRANSFERRED TO A PLAN OR PLAN ASSET ENTITY SUBJECT TO THE CONDITIONS SET FORTH IN THE "ERISA CONSIDERATIONS" SECTION AT PAGE 236. EACH PURCHASER OF NOTES OFFERED HEREBY WILL BE DEEMED TO HAVE MADE CERTAIN ACKNOWLEDGEMENTS, REPRESENTATIONS AND AGREEMENTS AS SET FORTH HEREIN UNDER "TRANSFER RESTRICTIONS" AND "ERISA CONSIDERATIONS" AT PAGES 254 AND 236, RESPECTIVELY. THE NOTES ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS DESCRIBED HEREIN UNDER "TRANSFER RESTRICTIONS" AND "ERISA CONSIDERATIONS" AT PAGES 254 AND 236, RESPECTIVELY. The Offering Circular may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever, and, in particular, may not be forwarded to any U.S. person unless such person is both a 5

6 qualified institutional buyer and a qualified purchaser as defined above. Any forwarding, distribution or reproduction of the offering circular in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the securities act or the applicable laws of other jurisdictions AVAILABLE INFORMATION The Issuer has agreed that, for so long as any of the Notes, or DRs evidencing the Rule 144A Listed Notes, are restricted securities within the meaning of Rule 144(a)(3) under the Securities Act, it will, during any period in which it is not subject to and in compliance with the reporting requirements of Section 13 or 15(d) of the Exchange Act, nor exempt from reporting under the Exchange Act pursuant to Rule 12g3-2(b) thereunder, make available upon request to any holder or beneficial owner of such restricted securities or to any prospective purchaser designated by such holder or beneficial owner of such restricted securities in order to permit compliance by such holder or beneficial owner with Rule 144A in connection with the resale of such restricted securities or any interest therein the information required to be delivered under Rule 144A(d)(4) under the Securities Act. NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE STATE OF NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA CHAPTER 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. OFFEREE ACKNOWLEDGMENTS Each person receiving this Offering Circular, by acceptance hereof, hereby acknowledges that: This Offering Circular has been prepared by the Issuer solely for the purpose of offering the Listed Notes described herein. Notwithstanding any investigation that the Joint Lead Managers may have made with respect to the information set forth herein, this Offering Circular does not constitute, and shall not be construed as, any representation or warranty by the Joint Lead Managers as to the adequacy or accuracy of the information set forth herein. Delivery of this Offering Circular to any person other than the prospective investor and those persons, if any, retained to advise such prospective investor with respect to the possible offer and sale of the Listed Notes is unauthorised, and any disclosure of any of its contents for any purpose other than considering an investment in the Listed Notes is strictly prohibited. A prospective investor shall not be entitled to, and must not rely on, this Offering Circular unless it was furnished to such prospective investor directly by the Issuer or the Joint Lead Managers. The obligations of the parties to the transactions contemplated herein are set forth in and will be governed by certain documents described herein, and all of the statements and information contained herein are qualified in their entirety by reference to such documents. This Offering Circular contains summaries, which the Issuer believes to be accurate, of certain of these documents, but for a complete description of the rights and obligations summarised herein, reference is hereby made to the actual documents, copies of which may (on giving reasonable notice) be obtained from the Principal Paying Agent. EACH PERSON RECEIVING THIS OFFERING CIRCULAR ACKNOWLEDGES THAT (I) SUCH PERSON HAS BEEN AFFORDED AN OPPORTUNITY TO REQUEST AND TO REVIEW, AND HAS 6

7 RECEIVED, ALL ADDITIONAL INFORMATION CONSIDERED BY IT TO BE NECESSARY TO VERIFY THE ACCURACY OF OR TO SUPPLEMENT THE INFORMATION HEREIN, (II) SUCH PERSON HAS NOT RELIED ON THE ISSUER, THE MANAGEMENT COMPANY, THE CUSTODIAN, THE JOINT LEAD MANAGERS OR ANY PERSON AFFILIATED WITH THE ISSUER, THE MANAGEMENT COMPANY, THE CUSTODIAN OR THE JOINT LEAD MANAGERS IN CONNECTION WITH ITS INVESTIGATION OF THE ACCURACY OF SUCH INFORMATION OR ITS INVESTMENT DECISION, (III) NO PERSON HAS BEEN AUTHORISED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION REGARDING THE NOTES AND DRs OTHER THAN AS CONTAINED HEREIN, AND IF GIVEN OR MADE, ANY SUCH OTHER INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORISED, AND (IV) NEITHER THE DELIVERY OF THIS OFFERING CIRCULAR NOR ANY SALE MADE HEREUNDER WILL CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SINCE THE DATE HEREOF. EACH PROSPECTIVE PURCHASER SHOULD CONSULT ITS OWN BUSINESS, LEGAL AND TAX ADVISORS FOR INVESTMENT, LEGAL AND TAX ADVICE AND AS TO THE DESIRABILITY AND CONSEQUENCES OF AN INVESTMENT IN THE NOTES AND DRs. FORWARD-LOOKING STATEMENTS Certain matters contained herein are forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of Such statements appear in a number of places in this Offering Circular, including with respect to assumptions on prepayment and certain other characteristics of the Loan Receivables and Related Security (as defined below), and reflect significant assumptions and subjective judgments by the Issuer, the Management Company and the Custodian that may or may not prove to be correct. Such statements may be identified by reference to a future period or periods and the use of forward-looking terminology such as "may", "will", "could", "believes", "expects", "anticipates", "continues", "intends", "plans" or similar terms. Consequently, future results may differ from the Issuer's, the Management Company's and the Custodian's expectations due to a variety of factors, including (but not limited to) the economic environment and changes in governmental regulations, fiscal policy, planning or tax laws in France. Moreover, past financial performance should not be considered a reliable indicator of future performance and prospective purchasers of the Listed Notes and DRs are cautioned that any such statements are not guarantees of performance and involve risks and uncertainties, many of which are beyond the control of the Issuer. The Joint Lead Managers have not attempted to verify any such statements, nor does it make any representation, express or implied, with respect thereto. UNLESS THE CONTEXT REQUIRES OTHERWISE, ANY REFERENCES IN THIS DOCUMENT TO THE NOTES SHALL INCLUDE THE DRs EVIDENCING SUCH NOTES, WHETHER OR NOT EXPRESS REFERENCE TO THE DRS IS MADE. All references in this document to " " or "euro" or "Euro" or "EUR" are to the lawful currency from time to time of the Republic of France and the other member states of the European Union that have adopted the single currency in accordance with the EC Treaty. According to the provisions of Article L of the French Code monétaire et financier, the Euro is the lawful currency of the Republic of France. All references to "dollars" or "$" or "U.S.$" or "U.S. dollars" are to the lawful currency for the time being of the United States of America. In connection with this issue, the Stabilising Manager or any person acting for it may over-allot Listed Notes (provided that, in the case of Listed Notes to be admitted to trading on a Regulated Market, the aggregate principal amount of Listed Notes allotted does not exceed 105 per cent of the aggregate principal amount of the Listed Notes) or effect transactions with a view to supporting the market price of the Listed Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager or any of its agents will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the final terms of the offer of the Listed Notes is made and, if begun, may be ended at any time, but must be ended no later than the earlier of 30 days after the issue date of the Listed Notes and 60 days after the date of the 7

8 allotment of the Listed Notes. Any stabilisation or over-allotment shall be conducted in accordance with all applicable laws and regulations. 8

9 TABLE OF CONTENTS Page BORROWERS CORPORATE STRUCTURE DIAGRAM...10 SUMMARY...11 TRANSACTION SUMMARY DIAGRAMS...14 ISSUER CASHFLOWS...29 RISK FACTORS...40 THE ISSUER...70 THE PARTIES...73 THE BORROWERS...84 DESCRIPTION OF THE PROPERTY...89 VALUATION REPORT...96 THE FINANCE DOCUMENTS AND THE LOAN PRIORITIES OF PAYMENTS...99 TRANSFER OF THE LOANS AND THE RELATED SECURITY THE STRUCTURE OF THE ACCOUNTS SERVICING CASH MANAGEMENT CREDIT STRUCTURE ESTIMATED AVERAGE LIVES OF THE NOTES AND ASSUMPTIONS DESCRIPTION OF THE NOTES AND THE RESIDUAL UNITS TERMS AND CONDITIONS OF THE NOTES CLEARING AND SETTLEMENT USE OF NET PROCEEDS FRENCH TAXATION APPLICABLE TO THE NOTES CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES ERISA CONSIDERATIONS LIQUIDATION OF THE ISSUER GENERAL ACCOUNTING PRINCIPLES GOVERNING THE ISSUER GOVERNING LAW AND JURISDICTION MODIFICATIONS TO THE TRANSACTION ADDITIONAL INFORMATION RELATING TO THE ISSUER SUBSCRIPTION AND SALE TRANSFER RESTRICTIONS CD-ROM DISCLAIMER GENERAL INFORMATION APPENDIX 1 INDEX OF PRINCIPAL DEFINED TERMS APPENDIX 2 ACCOUNTS OF THE PROPCO BORROWER

10 BORROWERS CORPORATE STRUCTURE DIAGRAM Before restructuring After restructuring Atemi SAS France 5% LBREP III Europe Sàrl SICAR Luxembourg Atemi SAS France 5% LBREP III Europe Sàrl SICAR Luxembourg 7.77% 92.23% 95% Luxembourg Luxembourg Equity Syndicate Sàrl 1 Sàrl 2 LP shares 87% LP shares 13% GP shares 7.77% 92.23% 95% Luxembourg Luxembourg Equity Syndicate Sàrl 1 Sàrl 2 LP shares 87% LP shares 13% GP shares Luxembourg SCA 100% Luxembourg Sàrl 100% Heart of La Defense SAS 100% Luxembourg SCA 100% Luxembourg Sàrl 100% Heart of La Defense SAS SCI Karanis Coeur Defense Coeur Defense Group debt Securitisation vehicle Bank debt Group debt Bank debt Securitisation vehicle 10

11 SUMMARY The following information is a summary of the principal features of the issue of the Notes and the Residual Units. This summary should be read in conjunction with, and is qualified in its entirety by reference to, the more detailed information appearing elsewhere in this document and any decision to invest in the Listed Notes should be based on a consideration of the Offering Circular as a whole. Following the implementation of the relevant provisions of the Prospectus Directive (Directive 2003/71/EC) in each Member State of the European Economic Area no civil liability will attach to the Issuer in any such Member State solely on the basis of this summary, including any translation thereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Offering Circular. Where a claim relating to the information contained in this Offering Circular is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Offering Circular before the legal proceedings are initiated. Certain terms used in this summary are defined elsewhere in this document. A list of the pages on which these terms are defined is found in the "Index of Principal Defined Terms" at Appendix 1 at page 261. TRANSACTION OVERVIEW The transaction described in this Offering Circular involves the issuance of the Notes, the DRs evidencing certain of the Notes and the Residual Units (all as defined herein). As is described in further detail in this Offering Circular, the payment of interest on and the repayment of principal of the Notes and the Residual Units is primarily funded from payments of interest on and the repayment of principal of loans originated by Lehman Bank AG (the "Originator"). On July 10, 2007, the Originator extended to Heart of La Défense SAS (the "HoldCo Borrower") a loan in order to finance part of the purchase price of the shares of SCI Karanis (the "PropCo Borrower") up to 341,610,000 (the "HoldCo Loan"). This HoldCo loan is secured, among other things, by the following security interest (the "HoldCo Loan Related Security"): (a) pledge (nantissement de solde de compte bancaire) of the Account A; (b) (c) (d) (e) first ranking pledge (nantissement de premier rang) of all of the HoldCo Borrower's shares; first ranking pledge (nantissement de premier rang) of all of the PropCo Borrower's shares; pledge (nantissement) of any existing or future claims under the Initial Subordinated Debt; Dailly Law assignment (cession de créances professionnelles à titre de garantie) of all existing or future claims under any existing or future Hedging Agreement relating to the HoldCo Loan. The Originator also extended two loans to the PropCo Borrower: (i) a mortgage loan in order to refinance all its senior indebtedness vis-à-vis Coeur Défense FCC and its subordinated indebtedness vis-à-vis Goldman Sachs International Bank and Hypo Real Estate International Bank (HREBI), for a total amount up to 1,297,340,000 (the "Initial Mortgage Loan"). This Initial Mortgage Loan is secured, among other things, by the following security interest (the "Initial Mortgage Loan Related Security"): (a) (b) (c) a subrogation in an amount of 877,400,000 in the benefit of the first ranking legal charge (privilège de prêteur de deniers de premier rang) over the Property formerly granted to secure the Initial Senior Loan; a subrogation in an amount of 510,753,800 in the benefit of the first ranking legal charge (privilège de prêteur de deniers de premier rang) over the Property formerly granted to secure the Initial Subordinated Loan; Dailly Law assignment (cession de créances professionnelles à titre de garantie) of all existing or future claims under any existing or future Lease; 11

12 (d) (e) (f) (g) (h) (i) (j) (k) Dailly Law assignment (cession de créances professionnelles à titre de garantie) of all existing or future claims under any existing or future guarantee granted with respect to the payment by the lessee under any existing of future Lease; Dailly Law assignment (cession de créances professionnelles à titre de garantie) of all existing or future claims under any existing or future Hedging Agreement relating to the Initial Mortgage Loan; Dailly Law assignment (cession de créances professionnelles à titre de garantie) of all existing or future claims under any Acquisition Document; Dailly Law assignment (cession de créances professionnelles à titre de garantie) of all existing or future claims under any existing or future insurance policies relating to the Property which are not delegated to the benefit of the Lenders by operation of law; pledge (nantissement de solde de compte bancaire) of the Operating Account; second ranking pledge (nantissement de deuxième rang) of all of the PropCo Borrower's shares; on the date on which the Additional Mortgage Loan will be drawn, pledge (nantissement) of all of the HoldCo Borrower's shares; on the date on which the Additional Mortgage Loan will be drawn, pledge (nantissement) of any existing or future claims under the Initial Subordinated Debt incurred by the Mortgage Borrower; (ii) a committed credit facility which may be drawn, provided that the dissolution of the PropCo Borrower and the transfer of the PropCo Borrower's assets and liabilities (transfert de patrimoine) to the surviving legal entity (i.e. the HoldCo Borrower) in accordance with Article of the French Code civil (the "Merger") has become effective on or before October 10, 2007, i.e. on or before the first Note Interest Payment Date (the "Merger Cut-Off Date"), in order for the borrower surviving the Merger (the "Successor Borrower") to refinance the HoldCo Loan by drawing an additional mortgage loan up to 341,610,000 (the "Additional Mortgage Loan"). The Additional Mortgage Loan is secured, among other things, by the following security interest (the "Additional Mortgage Loan Related Security"), which with the Initial Mortgage Loan Related Security, will be common to both the Initial Mortgage Loan and the Additional Mortgage Loan: (a) (b) (c) 375,771,000 mortgage (hypothèque conventionnelle) over the Property; the sharing of the benefit of the related security interests referred to in paragraphs (b), (c), (d), (f), (g), (h), (i), (k) and (l) of paragraph (i) above; and on the date on which the Additional Mortgage Loan will be drawn, Dailly Law assignment (cession de créances professionnelles à titre de garantie) of all existing or future claims under any existing or future Hedging Agreement relating to the Additional Mortgage Loan; (together with the Initial Mortgage Loan Related Security, the "Mortgage Loan Related Security"). If the Merger is not completed by the Merger Cut-Off Date, the committed credit facility will be cancelled and the Additional Mortgage Loan will not be drawn. Following the advance of the Holdco Loan and the Initial Mortgage Loan, Lehman Bank AG transferred to Goldman Sachs International Bank ("GSIB" together with Lehman Bank AG, the "Lenders") (i) fifty per cent. (50 %) of the aggregate amount of the HoldCo Loan and (ii) fifty per cent. (50 %) of the aggregate amount of the Initial Mortgage Loan. Lehman Bank AG and GSIB have agreed that immediately following the advance of the Additional Mortgage Loan, Lehman Bank AG will transfer to GSIB fifty per cent. (50 %) of the aggregate amount of the Additional Mortgage Loan. On the Closing Date, the Lenders will assign to the French securitisation vehicle, Windermere XII FCC (the "Issuer"), both the claims resulting from the HoldCo Loan, together with the HoldCo Loan Related Security, and from the Initial Mortgage Loan, together with the Initial Mortgage Loan Related Security, up to a total amount of 1,638,950,

13 The assignment of the HoldCo Loan, together with the HoldCo Loan Related Security, to the Issuer is subject to the condition subsequent (condition résolutoire) of the non-completion of the Merger on or prior to the Merger Cut-Off Date. If this condition occurs (i.e. the Merger is not completed on or prior to the Merger Cut-Off Date), the assignment of the HoldCo Loan, together with the HoldCo Loan Related Security will be unwound, and as a result thereof, the Lenders will pay back to the Issuer the amount of the purchase price of 341,610,000 while the Issuer will transfer back to the Lenders the HoldCo Loan, together with the HoldCo Loan Related Security. The payment of the purchase price of 341,610,000 received back from the Lenders will be applied by the Issuer to the prepayment of the outstanding amount of each Note pro rata and pari passu in accordance with the order of priority of payments as set out in "Terms and Conditions of the Notes". If, on the contrary, this condition does not occur (i.e. the Merger is completed on or prior to the Merger Cut-Off Date), the assignment of the HoldCo Loan, together with the HoldCo Loan Related Security will be retroactively validated. However, on the date on which the Merger is fully completed (i.e. the date on which the dissolution of the PropCo Borrower and the transfer of the PropCo Borrower's assets and liabilities (transfert de patrimoine) to the surviving legal entity take place (the "Merger Date")), if such date occurs on or prior to the Merger Cut-Off Date, the Successor Borrower will draw from the Originator, under the committed credit facility, an Additional Mortgage Loan up to an amount corresponding to the amount of the HoldCo Loan, i.e. 341,610,000. The Additional Mortgage Loan and the Initial Mortgage Loan are set to be pari passu in all their terms, in particular in terms of security interests. With the amount of the Additional Mortgage Loan, the Successor Borrower will prepay on the Merger Date to the Issuer the amount of the HoldCo Loan, together with any accrued interest on it. With the proceeds of this prepayment, the Issuer will, on the Merger Date, purchase from the Lenders the Additional Mortgage Loan for an amount equal to 341,610,000. Given that the claims of the HoldCo Loan will, on or prior to the Merger Cut-Off Date, i.e. on or before the first Note Interest Payment Date, either be rescinded (if the Merger has not become effective on that date) or be replaced by the Additional Mortgage Loan (if the Merger becomes effective on that date), the description of the Loans assigned by the Lenders to the Issuer in the Offering Circular primarily focuses on: - the Initial Mortgage Loan and the Initial Mortgage Loan Related Security; - the Additional Mortgage Loan and the Additional Mortgage Loan Related Security. As a second step, the contribution of the shares of the Successor Borrower to another French société par actions simplifiée and/or the transformation of the Successor Borrower into a French société civile immobilière is contemplated by the Borrowers. 13

14 TRANSACTION SUMMARY DIAGRAMS Pre-Merger: July 2007 SCI Karanis 100% Mortgage Refinancing Facility: 1,297,340,000 (Initial Mortgage Loan) Full security package of mortgage loan and Dailly assignments of rents LB Bankhaus / GSIB (Co-Lenders) Heart of La Défense SAS Acquisition Facility: 341,610,000 (HoldCo Loan) Secured by a pledge over shares of SCI Karanis Windermere XII FCC (Issuer) Initial Mortgage Loan HoldCo Loan Proceeds Notes Class A Class X Class B Class C Class D Class E Class F Class G Class H Proceeds Notes A Note Investors Class I1 Class I2 Class I3 Proceeds Notes B Note Investors Pre-Merger: July 2007 Post-Merger: October 2007 Equity sponsors Equity sponsors acquisition facility: 341,610,000 (HoldCo Loan) 100% Heart of La DéfenseSAS 100% LB Bankhaus / GSIB (Co-Lenders) 100% MERGER Successor Borrower Windermere XII FCC (Issuer) 100% mortgage refinancing facility: 1,297,340,000 (Initial Mortgage Loan) SCI Karanis Cœur Défense Cœur Défense acquisition facility: 341,610,000 (HoldCo Loan) & 100% mortgage refinancing facility: 1,297,340,000 (Initial Mortgage Loan) Post-Merger: October 2007 Additional Mortgage Loan granted by the Originator (50% transfer red to GSIB) Additional Mortgage Loan LB Bankhaus / GSIB (Co-Lenders) Windermere XII FCC (Issuer) mortgage refinancing facility: 341,610,000 (Additional Mortgage Loan) Full security package of mortgage loan, account pledges and Dailly assignment of rents Initial Mortgage Loan 1,297,340,000 Purchase of Additional Mortgage Loan Additional Mortgage Loan 341,610,000 HoldCo Loan reimbursed HoldCo Loan 341,610,000 14

15 The Issuer and the Issuer Related Parties Issuer Windermere XII FCC (the "Issuer"), a French fonds commun de créances (mutual debt fund) governed by the provisions of Articles L , L to L and L and Articles R to R of the French Code monétaire et financier and the Issuer Regulations (see "The Issuer" below). The Issuer shall be jointly established by the Custodian and the Management Company (each as defined below). The Issuer shall be created on the Closing Date. The Issuer is a co-ownership (copropriété) of receivables represented by the Residual Units issued by it and subscribed by the holders which become co-owners of the Issuer. Pursuant to the management strategy (stratégie de gestion within the meaning of Articles R to R of the French Code monétaire et financier) of the Issuer, the Issuer's activities pursuant to the Issuer Regulations consist of (i) the purchase of the Loan Receivables, together with the Related Security and any other ancillary rights and (ii) the issue of the Notes and the Residual Units. Custodian Registrar Management Company Originator Lenders Servicer BNP Paribas Securities Services, a limited liability company (société anonyme) incorporated under and governed by the laws of France, licensed as a credit institution (établissement de crédit) under the French Code monétaire et financier whose principal office is at 3, rue d'antin, Paris, France and which is registered with the Trade and Companies Register (Registre de Commerce et des Sociétés de Paris) under number ("BNP Paribas Securities Services" and, in such capacity, the "Custodian") (see "The Parties - Custodian" below). BNP Paribas Securities Services shall, pursuant to the Issuer Regulations and among other things, maintain the Issuer's register of registered Notes and Residual Units (in such capacity, the "Registrar"). For further information about the Registrar, see "Terms and Conditions of the Notes" and "Clearing and Settlement" herein. EuroTitrisation (the "Management Company"), a limited liability company (société anonyme) incorporated under and governed by the laws of France, licensed by, and subject to the supervision and regulation of, the French Autorité des Marchés Financiers (see "The Parties - Management Company" below). The Initial Mortgage Loan Agreement, the Additional Mortgage Loan Agreement and the HoldCo Loan Agreement dated July 10, 2007 have been originated by Lehman Brothers Bankhaus Aktiengesellschaft ("Lehman Bank AG"), whose principal office is at Rathenauplatz 1, Frankfurt am Main, Germany, acting through its branch in the United Kingdom (see "The Parties - Lehman Brothers Bankhaus Aktiengesellschaft" below). Following the advance of the Holdco Loan and the Initial Mortgage Loan, Lehman Bank AG transferred to Goldman Sachs International Bank ("GSIB" together with Lehman Bank AG, the "Lenders") (i) fifty per cent. (50 %) of the aggregate amount of the HoldCo Loan and fifty per cent. (50 %) of the aggregate amount of the Initial Mortgage Loan. Lehman Bank AG and GSIB have agreed that immediately following the advance of the Additional Mortgage Loan, Lehman Bank AG will transfer to GSIB fifty per cent. (50 %) of the aggregate amount of the Additional Mortgage Loan (see "The Parties - Goldman Sachs International Bank" below). Pursuant to Article L of the French Code monétaire et financier and subject to the terms of the Servicing Agreement, the Management Company, acting in the name and on behalf of the Issuer, has appointed Lehman Bank AG as Loan Agent to be the servicer of the Issuer in order to act in the name and on behalf of the Issuer in connection with the management, the servicing and the collection of the Loan Receivables and the Related Security (in such capacity, the "Servicer"). 15