Joint Arrangers. Westdeutsche ImmobilienBank AG. Lead Manager and Book-Runner. WestLB AG. Co-Manager. ABN AMRO Bank N.V.

Transcription

1 PROSPECTUS WILCO GmbH (incorporated in Germany) EUR 361,900,000 Class A Floating Rate Notes Issue price: 100% EUR 42,450,000 Class B Floating Rate Notes Issue price: 100% EUR 100,000 Class X Notes Issue price: 100% WILCO GmbH (the "Issuer") will issue the Class A Notes, the Class B Notes and the Class X Notes (each such class, a "Class", and all Classes collectively, the "Notes") at the issue price indicated above on or about February 6, 2007 (the "Issue Date"). The Notes are backed by a pool of loan claims (the "Purchased Loan Receivables") secured by, (a) in two cases, (i) by one or more first ranking mortgages on one or more related commercial properties, located in the United Kingdom or France, forming part of a real estate fund (Immobilien-Sondervermögen) managed by it, in an aggregate nominal amount equal to, or in excess of, the Outstanding Nominal Amount of the relevant Loan Receivable and (ii) the present and future claims for reimbursement of expenses (Aufwendungsersatzansprüche) against the relevant real estate fund pursuant to Section 31 subsection 3 of the German Investment Act in connection with Sections 675, 670 of the German Civil Code, and (b) in all other cases, (i) the undertaking of a German investment company within the meaning of Section 6 subsection 1 of the German Investment Act to grant, upon request, one or more first ranking mortgages on one or more related commercial properties, located in the United Kingdom, the Netherlands, France, Belgium, Spain or Portugal, forming part of a real estate fund (Immobilien-Sondervermögen) managed by it, in an aggregate nominal amount equal to, or in excess of, the Outstanding Nominal Amount of the relevant Loan Receivable and (ii) the present and future claims for reimbursement of expenses (Aufwendungsersatzansprüche) against the relevant real estate fund pursuant to Section 31 subsection 3 of the German Investment Act in connection with Sections 675, 670 of the German Civil Code (together with the Purchased Loan Receivables, the "Pool") purchased and acquired by the Issuer from Westdeutsche ImmobilienBank AG pursuant to the Loan Receivables Purchase Agreement entered into on or about the Issue Date. Certain characteristics of the Purchased Loan Receivables and the Related Collateral are described under "THE PURCHASED LOAN RECEIVABLES" herein. WestLB AG (the "Lead Manager") and ABN AMRO Bank N.V., London Branch (the "Co-Manager, and together with the Lead Manager, the "Managers") will purchase the Notes from the Issuer on the Issue Date and will offer the Notes (other than the Class X Notes), from time to time, in negotiated transactions or otherwise at varying prices to be determined at the time of sale. The Class X Notes will be privately placed. This Prospectus constitutes a prospectus for the purpose of Directive 2003/71/EC of the European Parliament and of the Council (the "Prospectus Directive"). Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") for approval of this Prospectus for the purposes of the Prospectus Directive and relevant implementing measures in Luxembourg as a prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in Luxembourg for the purpose of giving information with respect to the issue of Notes. Application has been made to list the Notes (other than the Class X Notes) on the official list of the Luxembourg Stock Exchange and to admit the Notes (other than the Class X Notes) to trading on the regulated market of the Luxembourg Stock Exchange. The regulated market of the Luxembourg Stock Exchange is a regulated market for the purposes of the Investment Services Directive 93/22/EEC. Joint Arrangers WestLB AG Westdeutsche ImmobilienBank AG Lead Manager and Book-Runner WestLB AG Co-Manager ABN AMRO Bank N.V., London Branch The date of this Prospectus is February 1, Given the complexity of the Terms and Conditions, an investment in the Notes is suitable only for experienced investors who understand and are in a position to evaluate the risks inherent therein. For a discussion of certain significant factors affecting investments in the Notes, see "RISK FACTORS". For the reference to the definitions of capitalised words and phrases appearing herein see "Index of Defined Terms".

2 Responsibility for the Contents of this Prospectus The Issuer accepts responsibility for the information contained in this Prospectus, except that (i) (ii) (iii) (iv) (v) (vi) Deloitte & Touche GmbH Wirtschaftsprüfungsgesellschaft only is responsible for the information under "THE TRUSTEE", Westdeutsche ImmobilienBank AG only is responsible for the information under "THE SELLER, SERVICER AND MORTGAGE EXPENSES FACILITY PROVIDER", BNP Paribas Securities Services, Luxembourg Branch only is responsible for the information under "THE CASH ADMINISTRATOR", BNP Paribas Securities Services, Frankfurt Branch only is responsible for the information under "THE ACCOUNT BANK", Citco Deutschland GmbH only is responsible for the information under "CORPORATE ADMINISTRATION AND ISSUER ACCOUNTS Description of the Corporate Administrator", WestLB AG only is responsible for the information under "THE INTEREST SWAP COUNTERPARTY" and (vii) Danske Bank A/S only is responsible for the information under "THE LIQUIDITY FACILITY PROVIDER AND FX SWAP COUNTERPARTY". To the best of the knowledge and belief of the Issuer the information contained in this Prospectus for which the Issuer is responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. To the best of the knowledge and belief of Deloitte & Touche GmbH Wirtschaftsprüfungsgesellschaft the information contained in this Prospectus for which Deloitte & Touche GmbH Wirtschaftsprüfungsgesellschaft is responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. To the best of the knowledge and belief of Westdeutsche ImmobilienBank AG the information contained in this Prospectus for which Westdeutsche ImmobilienBank is responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. To the best of the knowledge and belief of BNP Paribas Securities Services the information contained in this Prospectus for which BNP Paribas Securities Services is responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. To the best of the knowledge and belief of Citco Deutschland GmbH the information contained in this Prospectus for which Citco Deutschland GmbH is responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. To the best of the knowledge and belief of WestLB AG the information contained in this Prospectus for which WestLB AG is responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. To the best of the knowledge and belief of Danske Bank A/S the information contained in this Prospectus for which Danske Bank A/S is responsible is in accordance with the facts and does not omit anything likely to affect the import of such information

3 THE NOTES REPRESENT OBLIGATIONS OF THE ISSUER ONLY, AND DO NOT REPRESENT OBLIGATIONS OF THE LEAD MANAGER, THE BOOK-RUNNER, THE CO-MANAGER, THE SELLER, THE TRUSTEE, THE CASH ADMINISTRATOR, THE ACCOUNT BANK, THE CORPORATE ADMINISTRATOR, THE PRINCIPAL PAYING AGENT, THE INTEREST SWAP COUNTERPARTY, THE FX SWAP COUNTERPARTY, THE LIQUIDITY FACILITY PROVIDER, THE MORTGAGE EXPENSES FACILITY PROVIDER, THE MORTGAGE EXPENSES FACILITY GUARANTOR, THE SERVICER, THE LUXEMBOURG LISTING AGENT, ANY OF THE JOINT ARRANGERS OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY AFFILIATE OF THE ISSUER OR ANY OTHER THIRD PERSON OR ENTITY. THE NOTES WILL NOT BE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY THE LEAD MANAGER, THE BOOK-RUNNER, THE CO- MANAGER, THE SELLER, THE TRUSTEE, THE CASH ADMINISTRATOR, THE ACCOUNT BANK, THE CORPORATE ADMINISTRATOR, THE PRINCIPAL PAYING AGENT, THE INTEREST SWAP COUNTERPARTY, THE FX SWAP COUNTERPARTY, THE LIQUIDITY FACILITY PROVIDER, THE MORTGAGE EXPENSES FACILITY PROVIDER, THE MORTGAGE EXPENSES FACILITY GUARANTOR, THE SERVICER, THE LUXEMBOURG LISTING AGENT, ANY OF THE JOINT ARRANGERS OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY AFFILIATE OF THE ISSUER OR BY ANY OTHER PERSON OR ENTITY EXCEPT AS DESCRIBED HEREIN. The Notes will be governed by the laws of the Federal Republic of Germany ("Germany"). Each Class of Notes will be initially represented by a temporary global note in bearer form (each, a "Temporary Global Note") without interest coupons attached. The Temporary Global Notes will be exchangeable, as described herein, for permanent global notes in bearer form (each, a "Permanent Global Note", and together with the Temporary Global Notes, the "Global Notes" and each a "Global Note") without interest coupons attached. The Temporary Global Notes will be exchangeable not earlier than 40 days and not later than 180 days after the Issue Date, upon certification of non-u.s. beneficial ownership, for interests in the respective Permanent Global Note. The Notes will be deposited with a common safekeeper for Euroclear Bank S.A./N.V. ("Euroclear"), as operator of the Euroclear System, and Clearstream Banking, société anonyme ("Clearstream, Luxembourg", and together with Euroclear, the "ICSDs"). The Notes represented by Global Notes may be transferred in book-entry form only. The Notes will be issued in denominations of EUR 50,000. The Global Notes will not be exchangeable for definitive securities. See "TERMS AND CONDITIONS OF THE NOTES Global Notes". The Notes are intended to be held in a manner which will allow Eurosystem eligibility. This simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria. Class Initial Class Principal Amount (EUR) Interest Rate ISIN Class A 361,900,000 EURIBOR* % XS Class B 42,450,000 EURIBOR* % XS Class X 100,000 No stated rate of interest. XS (*) As determined on each EURIBOR Determination Date. See "TERMS AND CONDITIONS OF THE NOTES - Payments of Interest - Interest Rate"

4 In this Prospectus, references to "euro", " " or "EUR" are to the single currency which was introduced in Germany as of January 1, THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND INCLUDE NOTES IN BEARER FORM THAT ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, THE NOTES MAY NOT BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S OF THE SECURITIES ACT). The Class A Notes, the Class B Notes and the Class X Notes (the "Rated Notes") are expected to be rated by Fitch Ratings Ltd. ("Fitch", and the Class A Notes and the Class B Notes are expected also to be rated by Moody's Investors Service Limited ("Moody's", and together with Fitch, the "Rating Agencies"). It is a condition of the issue of the Notes that each Class of the Notes receives the rating indicated below: Class Fitch Moody's Class A AAA Aaa Class B AA A2 Class X AAA not rated The ratings of the Class A Notes and the Class B Notes by Fitch address the likelihood that holders will receive timely payment of interest and ultimate repayment of principal on the Class A Notes and the Class B Notes, respectively, at their respective legal maturity. The rating of the Class X Notes by Fitch addresses the likelihood that holders will receive ultimate repayment of principal on the Class X Notes at their legal maturity. The ratings of the Class A Notes and the Class B Notes by Moody's address the expected loss in proportion to the initial principal amount of the respective Class of Notes posed to any holders of such Notes by the Final Maturity Date. The ratings take into consideration the characteristics of the Trustee Collateral and the structural, legal, tax and Issuer-related aspects associated with the Notes. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the rating organisation. The ratings assigned to the Notes should be evaluated independently from similar ratings on other types of securities. In the event that the ratings initially assigned to the Notes by the Rating Agencies are subsequently withdrawn or lowered for any reason, no person or entity is obliged to provide any additional support or credit enhancement with respect to such Notes. There can be no assurance as to whether any other rating agency will rate the Notes or, if it does, what rating would be assigned by such other rating agency. The rating assigned to the Notes by such other rating agency could be lower than the respective ratings assigned by the Rating Agencies. An investment in the Notes is only suitable for financially sophisticated investors who are capable of evaluating the merits and risks of such investment and who have sufficient resources to be able to bear any losses which may result from such investment. If you are in any doubt about the contents of this document, you should consult your stockbroker, bank manager, solicitor, accountant or other financial advisor. It should be remembered that the price of securities and the income from them can go down as well as up. See "RISK FACTORS". No person has been authorised to give any information or to make any representation other than as contained in this Prospectus and, in connection with the issue and sale of the Notes, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or any of the Managers

5 Neither the delivery of this Prospectus nor any offering, sale or delivery of any Notes shall, under any circumstances, create any implication (i) that the information in this Prospectus is correct as of any time subsequent to the date hereof or, as the case may be, subsequent to the date on which this Prospectus has been most recently amended or supplemented, or (ii) that there has been no adverse change in the financial situation of the Issuer or the Seller since the date of this Prospectus or, as the case may be, the date on which this Prospectus has been most recently amended or supplemented, or the date of the most recent financial information which is contained in this Prospectus by reference or (iii) that any other information supplied in connection with the issue of the Notes is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. No action has been taken by the Issuer other than as set out in this Prospectus that would permit a public offering of the Notes, or possession or distribution of this Prospectus or any other offering material in any country or jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Prospectus (nor any part thereof) nor any prospectus, form of application, advertisement or other offering materials may be issued, distributed or published in any country or jurisdiction except in compliance with applicable laws, orders, rules and regulations, and the Issuer has represented that all offers and sales by it have been made on such terms. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities to which it relates or an offer to sell or the solicitation of an offer to buy any of the securities offered hereby in any circumstances in which such offer or solicitation is unlawful. The distribution of this Prospectus (or of any part thereof) and the offering and sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus (or any part thereof) comes are required by the Issuer to inform themselves about and to observe any such restrictions. This Prospectus does not constitute, and may not be used for, or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. For a further description of certain restrictions on offerings and sales of the Notes and distribution of this Prospectus (or of any part thereof) see "SUBSCRIPTION AND SALE". In connection with the issue and distribution of the Notes, WestLB AG, or any person acting for it, may over-allot Notes (provided that, in the case of any Notes to be listed on the Luxembourg Stock Exchange, the aggregate principal amount of the Notes allotted does not exceed 105 per cent. of the aggregate principal amount of the relevant Class of Notes) or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that WestLB AG or any person acting for it will undertake such action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Class of Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. In connection with the certification by True Sale International, the Issuer has appointed WestLB AG and ABN AMRO Bank N.V., London Branch, as market makers which undertake to provide bids for the sale and purchase of the Class A Notes in the secondary market up to a certain amount and under certain conditions as set out in a market making agreement between the Issuer, the Seller and the market makers, dated on or about the Issue Date

6 TABLE OF CONTENTS SECTION PAGE TRANSACTION STRUCTURE...7 OUTLINE OF THE TRANSACTION...8 RISK FACTORS...17 TERMS AND CONDITIONS OF THE NOTES...31 TRUST AGREEMENT...48 LOAN RECEIVABLES PURCHASE AGREEMENT...63 THE PURCHASED LOAN RECEIVABLES...89 CREDIT AND COLLECTION POLICY CERTAIN GERMAN INVESTMENT COMPANIES THE CS EUROREAL FUND SERVICING AGREEMENT LIQUIDITY FACILITY AGREEMENT MORTGAGE EXPENSES FACILITY SWAP AGREEMENTS THE ISSUER CORPORATE ADMINISTRATION AND ISSUER ACCOUNTS THE SELLER, THE SERVICER AND MORTGAGE EXPENSES FACILITY PROVIDER.219 THE TRUSTEE THE CASH ADMINISTRATOR THE ACCOUNT BANK THE LIQUIDITY FACILITY PROVIDER AND FX SWAP COUNTERPARTY THE INTEREST SWAP COUNTERPARTY RATINGS CERTIFICATION BY TRUE SALE INTERNATIONAL GMBH TAXATION SUBSCRIPTION AND SALE USE OF PROCEEDS GENERAL INFORMATION INDEX OF DEFINED TERMS

7 TRANSACTION STRUCTURE This diagrammatic overview of the transaction structure appears for convenience only and is qualified in its entirety by reference to the more detailed information appearing elsewhere in this Prospectus. Investors may therefore not rely on the following diagrammatic overview. Noteholders Class A (1) Class B (1) Class X Liquidity Facility Provider Danske Bank Liquidity Line FX Swaps GBP Hedge Provider Danske Bank Trustee Deloitte Trustee Collateral SPV Wilco Interest Swaps EUR Hedge Provider WestLB Corporate Administrator Citco Cash Administrator Account Bank Principal Paying Agent BNP Paribas Certain Mortgage Expenses SPV Services Facility Receivables Purchase Agreement (2) (3) Guarantee Westdeutsche ImmobilienBank (WIB) Originator and Servicer Refinancing Register Loan Agreements Mortgage Expenses Facility Provider WIB Mortgage Expenses Facility Guarantor Danske Bank (1) For Senior Portions only For each loan: (2) Purchase Price Advance for Senior Portions (3) Deferred Purchase Price for Junior Portions 6 KAG, 26 loans Claims for reimbursement of expenses Aufwendungsersatzansprüche 10 Funds, 26 properties - 7 -

8 OUTLINE OF THE TRANSACTION The following transaction summary is qualified in its entirety by reference to the detailed information appearing elsewhere in this Prospectus. 1. Parties Issuer WILCO GmbH, c/o Citco Deutschland GmbH, FBC Frankfurter Büro Center, Mainzer Landstraße 46, Frankfurt am Main, Germany Seller Westdeutsche ImmobilienBank AG, Große Bleiche 46, Mainz, Germany Lead Manager and Book- Runner Co-Manager WestLB AG, Herzogstraße 15, Düsseldorf, Germany ABN AMRO Bank N.V., London Branch, 250 Bishopsgate, London EC2M 4AA, United Kingdom Trustee Deloitte & Touche GmbH Wirtschaftsprüfungsgesellschaft, Schwannstraße 6, Düsseldorf, Germany Cash Administrator BNP Paribas Securities Services, Luxembourg Branch, 33, rue de Gasperich, Howald-Hesperange, 2085 Luxembourg, Luxembourg Account Bank BNP Paribas Securities Services, Frankfurt Branch, Grüneburgweg 14, Frankfurt am Main, Germany Corporate Administrator Principal Paying Agent Interest Swap Counterparty FX Swap Counterparty Liquidity Facility Provider Mortgage Expenses Facility Provider Mortgage Expenses Facility Guarantor Citco Deutschland GmbH, FBC Frankfurter Büro Center, Mainzer Landstraße 46, Frankfurt am Main, Germany BNP Paribas Securities Services, Luxembourg Branch, 33, rue de Gasperich, Howald-Hesperange, 2085 Luxembourg, Luxembourg WestLB AG, Herzogstraße 15, Düsseldorf, Germany Danske Bank A/S, London Branch, 75 King William Street, London EC4N 7DT, United Kingdom Danske Bank A/S, London Branch, 75 King William Street, London EC4N 7DT, United Kingdom Westdeutsche ImmobilienBank AG, Große Bleiche 46, Mainz, Germany Danske Bank A/S, London Branch, 75 King William Street, London EC4N 7DT, United Kingdom Servicer Westdeutsche ImmobilienBank AG, Große Bleiche 46, Mainz, Germany Luxembourg Listing Agent BNP Paribas Securities Services, Luxembourg Branch, 33, rue de Gasperich, Howald-Hesperange, 2085 Luxembourg, Luxembourg - 8 -

9 Joint Arrangers WestLB AG, Herzogstraße 15, Düsseldorf, Germany; Westdeutsche ImmobilienBank AG, Große Bleiche 46, Mainz, Germany 2. Underlying Purchased Loan Receivables On the Issue Date, the Issuer will purchase the Purchased Loan Receivables from the Seller. The Seller will record the Recorded Assets in the Refinancing Register pursuant to Section 22d (2) of the German Banking Act (Kreditwesengesetz). The Purchased Loan Receivables and the Recorded Assets will be transferred to the Issuer on the Issue Date save for those Purchased Loan Receivables relating to loans that are already secured by one or more mortgages. If a mortgage is to be created with regard to any Purchased Loan Receivables not yet secured by mortgages, such Purchased Loan Receivable, and certain parts of the collateral relating thereto, will be re-transferred to the Seller. Pursuant to the Loan Receivables Purchase Agreement, the Seller shall transfer, at its own costs, the Recorded Assets to the Issuer upon the occurrence of certain trigger events. The aggregate nominal amount of the Purchased Loan Receivables denominated in Euro is EUR 376,295, and the aggregate nominal amount of the Purchased Loan Receivables denominated in British Pounds is GBP 69,771,500 (resulting in a total nominal amount of approximately EUR 479,911,125.37, based on an GPB/EUR exchange rate of 1.485) and the aggregate nominal amount of all Senior Loan Receivables is EUR 317,450,000 and GBP 58,515, See "LOAN RECEIVABLES PURCHASE AGREEMENT". The Underlying Loans under which the Purchased Loan Receivables arise have been granted by the Seller as long-term loans to certain German investment companies (each an "Investment Company") within the meaning of Section 6 subsection 1 of the German Investment Act (Investmentgesetz the "IA"), each for the purpose of financing the acquisition of real estate forming part of a real estate investment fund (Immobilien- Sondervermögen) managed by the respective Investment Company, and are governed by German law. Each Underlying Loan has been entered into by the respective Investment Company for the account of the respective real estate investment fund. Two of the Purchased Loan Receivables are secured by one or more mortgages on the respective related real estate, while the other Purchased Loan Receivables are each secured by an undertaking of the respective Investment Company to grant, upon request, a first ranking mortgage on the related real estate. Further, the present and future claims for reimbursement of expenses (Aufwendungsersatzansprüche) of each of the Investment Companies against the respective real estate investment fund arising in connection with the relevant Underlying Loan have been assigned for security purposes to the Seller and will also be recorded in the Refinancing Register. Investor Report With respect to each Payment Date, updated information on an aggregated basis about the Purchased Loan Receivables (substantially in the form of an Investor Report with the contents - 9 -

10 shown under "SERVICING AGREEMENT SCHEDULE 3 (FORM OF INVESTOR REPORT)") will be published on a website with access granted to the Noteholders. The Investor Report will comply with certain reporting standards agreed upon between the Issuer and True Sale International GmbH and it will also be published on the website of True Sale International GmbH ( 3. Notes Issue EUR 361,900,000 Class A Notes EUR 42,450,000 Class B Notes EUR 100,000 Class X Notes Issue Price Class A: 100 per cent. Class B: 100 per cent. Class X: 100 per cent. Subscription Status The Managers will subscribe for the Notes and will offer the Notes, subject to certain exceptions, only outside the United States to non- U.S. persons in reliance on Regulation S under the Securities Act of 1933 pursuant to the terms and conditions of the Subscription Agreement. The Notes will not be registered under the Securities Act of See "SUBSCRIPTION AND SALE". The Class A Notes constitute direct and unsubordinated obligations of the Issuer ranking pari passu amongst themselves and at least pari passu with all current and future obligations of the Issuer (subject to the Priority of Payments). The Class B Notes constitute direct and unsubordinated obligations of the Issuer ranking pari passu amongst themselves and at least pari passu with all current and future obligations of the Issuer (subject to the Priority of Payments). The Class X Notes constitute direct and unsubordinated obligations of the Issuer ranking pari passu amongst themselves and at least pari passu with all current and future obligations of the Issuer (subject to the Priority of Payments). Trustee Collateral Form and Clearing Pursuant to the Trust Agreement, the Issuer will grant a security interest with respect to the Trust Agreement, the Loan Receivables Purchase Agreement, the Transferred Collateral, the Issuer Accounts and the other Transaction Agreements to the Trustee for the benefit of the Noteholders and certain other secured creditors of the Issuer under the Transaction Agreements. See "TRUST AGREEMENT". The Notes will initially be represented by temporary global notes which will be exchangeable for permanent global notes (together, the "Global Notes") as described in the terms and conditions of the Notes. Definitive notes and coupons will not be issued. The Global Notes will be deposited with a common safekeeper for Euroclear Bank S.A./N.V., as operator of the Euroclear System

11 ("Euroclear"), and Clearstream Banking, société anonyme ("Clearstream, Luxembourg", and together with Euroclear, the "ICSDs"). The Notes are intended to be held in a manner which will allow Eurosystem eligibility. This simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria. Denominations The Notes will be issued in denominations of EUR 50,000. Use of Proceeds The proceeds from the issue of the Notes (other than the Class X Notes) will be applied by the Issuer towards the payment of the costs of the issue and certain other expenses in connection with the Transaction, and the remaining proceeds will be paid to the Seller as purchase price for the Purchased Loan Receivables acquired pursuant to the Loan Receivables Purchase Agreement. The proceeds from the issue of the Class X Notes will be credited to the X Account and applied by the Issuer as set forth in the Terms and Conditions of the Notes and the Trust Agreement (in particular, see Class X Redemption Event under Section 2.4 of the Terms and Conditions of the Notes). The direct costs of the admission of the Notes to trading on the Luxembourg Stock Exchange amount to approximately EUR 24,620. They will be borne by the Seller. Interest Class A: EURIBOR+ 0.18% p.a. Class B: EURIBOR+ 0.30% p.a. Class X: No stated rate of interest. Interest will be payable quarterly in arrear on each Payment Date. The Class X Notes will receive payments of interest for each Relevant Interest Accrual Period if and to the extent there are Available Interest Amounts distributable to the holders of the Class X Notes under Section 2.3 paragraph thirteen of the Terms and Conditions of the Notes or, following the occurrence of an Issuer Event of Default and the acceleration of the Notes pursuant to Section 8 of the Terms and Conditions of the Notes, proceeds from the Trustee Collateral distributable to the holders of the Class X Notes pursuant to the Priority of Post-Enforcement Payments. Payment Dates Each 22 nd day of February, May, August and November of each year, commencing in May 2007, or if any such day is not a Business Day, the next succeeding day which is a Business Day unless it would thereby fall into the next calendar month, in which case the payment shall be made on the immediately preceding Business Day

12 Determination Dates The 10 th Business Day prior to each Payment Date. The Cash Administrator will determine the amounts to be paid on a Payment Date on the immediately preceding Determination Date. Final Maturity Date Unless previously redeemed, each Note will be redeemed in full at its Note Principal Amount on the Payment Date falling in February See "TERMS AND CONDITIONS OF THE NOTES Final Maturity". Early Redemption See "TERMS AND CONDITIONS OF THE NOTES Redemption; Early Redemption Early Redemption"; "TERMS AND CONDITIONS OF THE NOTES Redemption; Early Redemption Optional Redemption for Taxation Reasons". Priority of Interest Payments Prior to the occurrence of an Issuer Event of Default and the acceleration of the Notes pursuant to Section 8 of the Terms and Conditions of the Notes, the Available Interest Amounts, as determined on the immediately preceding Determination Date, shall be applied on each Payment Date towards discharging the claims of the Noteholders and the other creditors of the Issuer in accordance with the following order of priority (the "Priority of Interest Payments"): first, to pay, pari passu with each other on a pro rata basis, any Maintenance Expenses; second, to pay, pari passu with each other on a pro rata basis, any Administrative Expenses; third, to pay, pari passu with each other on a pro rata basis, any Servicer Costs; fourth, to pay, pari passu with each other on a pro rata basis, any amounts payable under the Liquidity Facility Agreement to the Liquidity Facility Provider (other than Junior Indemnities) and any amounts to be credited to the Issuer Stand-by Account pursuant to the Liquidity Facility Agreement into such account; fifth, to pay any amounts payable under the Mortgage Expenses Facility to the Mortgage Expenses Facility Provider or, as the case may be, the Mortgage Expenses Facility Guarantor (other than any principal amounts repayable in respect of an outstanding advance made thereunder); sixth, to pay, pari passu with each other on a pro rata basis, any Swap Net Amounts payable to the Swap Counterparties under the Swap Agreements; seventh, to pay any due and payable Class A Notes Interest Amount; eighth, to pay any due and payable Class B Notes Interest Amount;

13 ninth, to pay to the Liquidity Facility Provider any Junior Indemnities pursuant to the Liquidity Facility Agreement; tenth, to pay, pari passu with each other on a pro rata basis, any amounts payable to the Swap Counterparties under the Swap Agreements (other than the relevant Swap Net Amount); eleventh, to pay any amounts payable under the Mortgage Expenses Facility to the Mortgage Expenses Facility Guarantor in respect of the repayment of an advance made thereunder; twelfth, to pay any amounts payable under the Mortgage Expenses Facility to the Mortgage Expenses Facility Provider in respect of the repayment of an advance made thereunder; thirteenth, to pay, on any Payment Date prior to the Final Maturity Date, into the Senior Expenses Reserve Account an amount equal to the excess of EUR 440,000 over the amount standing to the credit of the Senior Expenses Reserve Account; fourteenth, to pay out any remainder amount as interest on the Class X Notes; provided, however, that outside of such order of priority and on any date (i) the Issuer shall pay to the Seller interest on the Deferred Purchase Price in relation to each Purchased Loan Receivable as and when due pursuant to Clause 3.3 of the Loan Receivables Purchase Agreement (subject to any payment netting under the Loan Receivables Purchase Agreement and the Servicing Agreement); (ii) the Issuer may apply any funds received under the Mortgage Expenses Facility towards the payment of Mortgage Registration Expenses and the Servicer's reimbursement of any Mortgage Registration Expenses incurred by the Servicer; (iii) upon the available commitment under the Mortgage Expenses Facility being reduced to zero, the Issuer may apply any funds credited to the Mortgage Reserve Account towards the payment of Mortgage Registration Expenses or the Servicer's reimbursement of any Mortgage Registration Expenses incurred by the Servicer in connection with services rendered under the Servicing Agreement; (iv) the Issuer may re-transfer any Swap Collateral posted under a Swap Agreement pursuant to the terms and conditions thereof; (v) the Issuer may apply any funds credited to the Transfer Reserve Account towards discharging any costs arising in connection with the transfer of the Recorded Assets to the Purchaser if and to the extent the Seller fails to pay such costs pursuant to its obligation under Clause 2.1 and 2.4 of the Loan Receivables Purchase Agreement; (vi) the Issuer may apply any funds credited to the Issuer Stand-by Account to pay any amounts payable under the Liquidity Facility Agreement to the Liquidity Facility Provider in respect of the repayment of a Stand-by Advance made thereunder

14 (together with any accrued interest thereon); and (vii) the Issuer may pay any interest accrued on the Mortgage Reserve Account to the Mortgage Expenses Facility Provider. Priority of Principal Payments Prior to the occurrence of an Issuer Event of Default and the acceleration of the Notes pursuant to Section 8 of the Terms and Conditions of the Notes, the Available Principal Amounts, as determined on the immediately preceding Determination Date, shall be applied on each Payment Date towards discharging the claims of the Noteholders in accordance with the following order of priority (the "Priority of Principal Payments"): first, to pay, pari passu with each other on a pro rata basis, the principal amount on the Class A Notes until all Class A Notes have been redeemed in full; second, to pay, pari passu with each other on a pro rata basis, the principal amount on the Class B Notes until all Class B Notes have been redeemed in full; provided, however, that the Issuer shall pay, outside of such order of priority and on any date, to the Seller the Deferred Purchase Price in relation to each Purchased Loan Receivable as and when due pursuant to Clause 3.2 of the Loan Receivables Purchase Agreement (subject to any payment netting under the Loan Receivables Purchase Agreement and/or the Servicing Agreement). Priority of Post-Enforcement Payments Issuer Events of Default Upon the occurrence of an Issuer Event of Default and the acceleration of the Notes pursuant to Section 8 of the Terms and Conditions, any proceeds from the Trustee Collateral, including from an enforcement or any sale (net of costs, charges and expenses) shall be disbursed only in accordance with the Priority of Post-Enforcement Payments pursuant to Clause 4.3 of the Trust Agreement. Any of the following events will constitute an "Issuer Event of Default": (i) (ii) (iii) (iv) the Issuer or its assets become subject to bankruptcy, examinership, insolvency, moratorium or similar proceedings, which affect or prejudice the performance of obligations under the Notes, or there is a refusal to institute such proceedings for lack of assets; the Issuer fails to make any payment of any interest or principal due and payable in respect of any Class A Note and such default continues for a period of seven Business Days; the Issuer fails to make any payment of any interest or principal due and payable in respect of any Note and such default continues for a period of seven Business Days; or the Trustee Collateral is or becomes invalid in whole or in part and such invalidity is not remedied within 60 Business Days after the Issuer becoming aware of the invalidity, or

15 having been notified thereof. For the purposes of (ii) above, interest or principal claims under the Notes shall be determined and become due and payable as if Section 2.6 (Limited Recourse) of the Terms and Conditions of the Notes would not apply. Upon the occurrence of the Issuer Event of Default referred to under (i) above, the Notes will become due and payable automatically and without any further action. If any Issuer Event of Default other than the Issuer Event of Default referred to under (i) above occurs and is continuing, the Trustee will declare the Notes due and payable at the written direction of the Noteholders holding more than 75% of the Notes of the most senior class outstanding at that time. See "TERMS AND CONDITIONS OF THE NOTES Early Redemption for Default Default Event". Limited Recourse Taxation and Gross-up The terms and conditions of the Notes will contain customary limited recourse provisions. Payments in respect of the Notes shall only be made after deduction and withholding of current or future taxes, levies or governmental charges, regardless of their nature, which are imposed, levied or collected (collectively, "taxes") under any applicable system of law or in any country which claims fiscal jurisdiction by, or for the account of, any political subdivision thereof or government agency therein authorised to levy taxes, to the extent that such deduction or withholding is required by law. The Issuer shall account for the deducted or withheld taxes with the competent government agencies. Neither the Issuer nor any other party is obliged to pay any amounts as compensation for deduction or withholding of taxes in respect of payments on the Notes. Governing Law The Notes will be governed by the laws of the Federal Republic of Germany. 4. Rating It is expected that on the Issue Date the Notes will receive the following ratings: Class A Notes: "Aaa" by Moody's Investors Service, Inc. ("Moody's") and "AAA" by Fitch Ratings Ltd. ("Fitch"). Class B Notes: at least "A2" by Moody's and at least "AA" by Fitch. Class X Notes: "AAA" by Fitch

16 A rating is not a recommendation to buy, hold or sell securities, and may be subject to revision, suspension or withdrawal at any time by the rating agency. 5. Listing Application will be made prior to the Issue Date to list the Notes (other than the Class X Notes) on the official list of the Luxembourg Stock Exchange and to admit the Notes (other than the Class X Notes) to trading on the regulated market of the Luxembourg Stock Exchange appearing on the list of regulated markets issued by the European Commission

17 RISK FACTORS The following is a summary of certain aspects of the issue of the Notes and the related transactions which prospective investors should consider before deciding to purchase the Notes. The following statements are not exhaustive and prospective investors should consider all of the information provided in this Prospectus and reach their own views prior to making any investment decisions. Investment in the Notes is only suitable for purchasers who are highly sophisticated investors, who understand the nature of such Notes and the extent of their exposure to risk and have sufficient knowledge, experience and access to professional advisors to make their own legal, tax, accounting and financial evaluation of the merits and risks of the investment in such Notes. The Notes Obligations under the Notes The Notes represent obligations of the Issuer only, and do not represent obligations of the Seller, the Lead Manager and Bookrunner, the Co-Manager, the Trustee, the Cash Administrator, the Account Bank, the Corporate Administrator, the Principal Paying Agent, the Interest Swap Counterparty, the FX Swap Counterparty, the Liquidity Facility Provider, the Mortgage Expenses Facility Provider, the Mortgage Expenses Facility Guarantor, the Servicer, the Luxembourg Listing Agent, the Joint Arrangers, the Account Bank Guarantor, the Market Makers or any of their respective affiliates or any affiliate of the Issuer or any other third person or entity. The Notes will not be insured or guaranteed by any governmental agency or instrumentality or by the Seller, the Lead Manager and Bookrunner, the Co-Manager, the Trustee, the Cash Administrator, the Account Bank, the Corporate Administrator, the Principal Paying Agent, the Interest Swap Counterparty, the FX Swap Counterparty, the Liquidity Facility Provider, the Mortgage Expenses Facility Provider, the Mortgage Expenses Facility Guarantor, the Servicer, the Luxembourg Listing Agent, the Joint Arrangers, the Account Bank Guarantor, the Market Makers or any of their respective affiliates or any affiliate of the Issuer or by any other person or entity except as described herein. Limited Recourse Obligations The Notes are limited recourse debt obligations of the Issuer. All payment obligations of the Issuer under the Notes constitute obligations exclusively to make payments in an amount limited to any credit on the Issuer Accounts and proceeds from the Trustee Collateral received by the Trustee pursuant to the Trust Agreement and the other Transaction Documents, in each case in accordance with and subject to the Priority of Payments. The Notes shall not give rise to any payment obligation in excess of the foregoing and recourse shall be limited accordingly. To the extent that such assets, or the proceeds from the realisation thereof, after payment of all claims ranking in priority to the Notes, prove ultimately insufficient to satisfy the claims of all Noteholders in full, then any shortfall arising shall be extinguished and neither Noteholders nor the Trustee shall have any further claims against the Issuer, its officers or directors, provided that the foregoing shall be without prejudice to any early redemption rights. Such assets and proceeds shall be deemed to be "ultimately insufficient" at such time when, in the reasonable opinion of the Trustee, no further assets are available and no further proceeds can be realised therefrom to satisfy any outstanding claim of the Noteholders, and neither assets nor proceeds will be so available thereafter. The proceeds available for the application under the Priority of Payments will be reduced by payments to be made under the Loan Receivables Purchase Agreement by the Issuer to the Seller as Deferred Purchase Price corresponding to the related Junior Loan Receivables. Such payments are not subject to the Priority of Payment and may become due and payable on any date (see "THE LOAN RECEIVABLES PURCHASE AGREEMENT")

18 Subordination On each Payment Date, payments of interest and principal will be distributed to Noteholders in the manner and in the priorities set forth under the Terms and Conditions and the Trust Agreement set out herein. As a result of such order of payments, in the case of interest payments under the Notes, any shortfall in interest payments and certain other collections on the Purchased Loan Receivables will generally be borne by the then outstanding Class X Notes, Class B Notes, Class A Notes, in that order, and, in the case of principal payments under the Notes, any shortfall in principal payments and certain other collections on the Purchased Loan Receivables will generally be borne by the then outstanding Class B Notes, Class A Notes, in that order, and, in the case of post-enforcement, any shortfall in payments and other collections on the Purchased Loan Receivables will generally be borne by the Class X Notes as to interest payments, then by the Class B Notes as to principal payments, then by the Class B Notes as to interest payments, then by the Class A Notes as to principal payments and then by the Class A Notes as to interest payments. See "TERMS AND CONDITIONS OF THE NOTES" and "TRUST AGREEMENT". Interest Rate Risks and Currency Risks Payments made by Debtors under certain Purchased Loan Receivable are calculated with respect to a fixed interest rate while payments of interest on the Notes (except for the Class X Notes) are calculated with respect to EURIBOR plus a margin. To ensure that the Issuer will not be exposed to any material interest rate discrepancy resulting from this mismatch, the Issuer and the Interest Swap Counterparty will enter into one or more Interest Rate Swap Transactions under the Interest Swap Agreement under which the Issuer will make certain payments by reference to a fixed rate and the Interest Swap Counterparty will make certain payments by reference to EURIBOR. The Issuer is also subject to certain other risks resulting from interest rate basis and currency mismatches, which it will also seek to hedge by way of one or more Basis Swap Transactions pursuant to the Interest Swap Agreement and one or more Currency Swap Transactions pursuant to the FX Swap Agreement, respectively. However, there can be no assurance that the Interest Rate Swap Transaction(s), the Basis Swap Transaction(s) and the Currency Swap Transaction(s) will adequately address unforeseen hedging risks. A default by a Swap Counterparty on its obligations under the relevant Swap Agreement may lead to the Issuer not having sufficient funds to meet its obligations to pay interest on the Notes. Moreover, in certain circumstances a Swap Agreement may be terminated and as a result the Issuer may be unhedged if the Issuer does not enter into replacement swap transaction(s). Noteholders may also suffer a loss if, as a result of a default by a Debtor in relation to a Purchased Loan Receivable one or more swap transactions under a Swap Agreement are terminated and the Issuer is, as a result of such termination, required to make a termination payment to the relevant Swap Counterparty. Certain amounts payable on an early termination of a swap transaction under a Swap Agreement or a Swap Agreement rank senior to any payments to be made to the Noteholders. Limitation on the Secondary Market Liquidity There can be no assurances that a secondary market for any of the issued Notes will develop, or if a secondary market does develop, that it will provide the Noteholders with liquidity of investment or that it will continue for the term of each class of Notes. However, application has been made to list the Class A Notes and the Class B Notes on the Luxembourg Stock Exchange. Consequently, an investor in the Notes must be prepared to hold the Notes until their final legal maturity. In addition, the market value of the Notes may fluctuate with changes in prevailing rates of interest, changes or withdrawals of rating of the Notes, the Purchased Loan Receivables and due to other risk factors, which may not be described herein. Consequently, any sale of Notes by Noteholders in any secondary market may be at a discount to the original purchase price of such Notes. The market value of the Notes will be affected by numerous factors, many of which may be unpredictable. The market value of the Notes may also be affected by any changes in the ratings of the Notes by the Rating Agencies, which are subject to

19 revision or withdrawal at any time. These and other factors may result in a volatile trading market for the Notes and a Noteholder may only be able to sell its Notes prior to maturity, if at all, at a discount, which could be substantial, from the issue price or the purchase price paid by that Noteholder. Rating of the Notes The rating of the Notes (other than the Class X Notes) by Fitch addresses the likelihood that holders will receive timely payment of interest and ultimate repayment of principal on the Notes (other than the Class X Notes). The rating of the Class X Notes by Fitch addresses the likelihood that holders will receive ultimate repayment of principal on the Class X Notes at their legal maturity. The rating of the Notes by Moody's addresses the expected loss in proportion to the initial principal amount of each Class of Notes posed to any holders of such Notes by the Final Maturity Date. The rating takes into consideration the characteristics of the Trustee Collateral and the structural, legal, tax and Issuerrelated aspects associated with the Notes. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the rating agencies. The ratings assigned to the Notes should be evaluated independently from similar ratings on other types of securities. In the event that the ratings initially assigned to the Notes by the Rating Agencies are subsequently withdrawn or lowered for any reason, no person or entity is obliged to provide any additional support or credit enhancement with respect to such Notes. There can be no assurance as to whether any other rating agency will rate the Notes or, if it does, what rating would be assigned by such other rating agency. The rating assigned to the Notes by such other rating agency could be lower than the respective ratings assigned by the Rating Agencies. Gross-up for Taxes The tax gross-up obligation of the Issuer under the Notes is subject to certain restrictions as set out in the Terms and Conditions. In general, the Notes will not provide for gross-up payments in case that payments on the Notes become subject to deduction or withholding of taxes. If certain tax events occur, i.e. if taxes were withheld or deductions were imposed on any payments on the Notes, the Issuer may, at its option (but without being obliged to), early redeem the Notes. The Noteholders will not have the right to require an early redemption of the Notes if withholding or deduction of taxes is imposed in relation to payments on the Notes in respect of which the Issuer is not obliged to make gross-up payments. Conflict of Interest Pursuant to the Trust Agreement, the Trustee shall, as regards all of its duties, obligations and discretions hereunder or under the Notes or the other Transaction Documents, except where expressly provided otherwise, solely have regard to the interests of the Noteholders (and not the other Transaction Creditors) and the interests of the Noteholders shall prevail in the event of any conflict of interest between the Noteholders and any other Transaction Creditor. In the event of a conflict between the interests of Transaction Creditors other than the Noteholders, the Trustee shall give priority to the Transaction Creditors ranking senior pursuant to the Priority of Payments. Collateral and Trustee Claim To secure the Trustee Claim (Treuhänderanspruch), the Issuer will grant a pledge (Pfandrecht) to the Trustee with respect to (i) all its rights and claims against the Trustee under the Trust Agreement, (ii) all its rights and claims against the Seller under the Loan Receivables Purchase Agreement, (iii) all its Transferred Collateral, (iv) all its rights and claims arising from or in connection with any and all Issuer Accounts, and (v) all its rights and claims under the other Transaction Agreements. The Trustee Claim entitles the Trustee to demand, inter alia, that all present and future obligations of the Issuer under the Notes be fulfilled. There is no authority to the effect that the Trustee Claim (Treuhänderanspruch) of the Trustee against the Issuer established by the Trust Agreement may not be validly secured by a pledge pursuant to the Trust Agreement. However, as there is no specific