LANDMARK VIII CLO LTD. LANDMARK VIII CLO, INC. ALADDIN CAPITAL MANAGEMENT LLC

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1 OFFERING CIRCULAR LANDMARK VIII CLO LTD. LANDMARK VIII CLO, INC. U.S.$ 317,875,000 CLASS A-1 SENIOR SECURED FLOATING RATE NOTES DUE 2020 U.S.$ 35,500,000 CLASS A-2 SENIOR SECURED FLOATING RATE NOTES DUE 2020 U.S.$36,000,000 CLASS B SENIOR SECURED FLOATING RATE NOTES DUE 2020 U.S.$34,000,000 CLASS C SECURED DEFERRABLE FLOATING RATE NOTES DUE 2020 U.S.$26,000,000 CLASS D SECURED DEFERRABLE FLOATING RATE NOTES DUE 2020 U.S.$20,000,000 CLASS E SECURED DEFERRABLE FLOATING RATE NOTES DUE 2020 U.S.$8,000,000 COMPOSITE OBLIGATIONS DUE 2020* U.S.$46,500,000 INCOME NOTES DUE 2020 * The Composite Obligations consist of three "Components", one of U.S.$4,900,000 original principal amount of Class D Notes (the "Class D Secured Note Component"), one of U.S.$1,500,000 original principal amount of Class E Notes (the "Class E Secured Note Component", and together with the Class D Secured Note Component the "Secured Note Components") and one of U.S.$1,600,000 original principal amount of Income Notes (the "Income Note Component"). The original principal amount of the Class D Notes, Class E Notes and Income Notes to which a Component relates is included in (and is not in addition to) the original principal amount of the Class D Notes, the Class E Notes or Income Notes. ALADDIN CAPITAL MANAGEMENT LLC Collateral Manager The Class A-1 Senior Secured Floating Rate Notes due 2020 (the "Class A-1 Notes"), the Class A-2 Senior Secured Floating Rate Notes due 2020 (the "Class A-2 Notes" and together with the Class A-1 Notes, the "Class A Notes" "), the Class B Senior Secured Floating Rate Notes due 2020 (the "Class B Notes"), the Class C Secured Deferrable Floating Rate Notes due 2020 (the "Class C Notes") and the Class D Secured Deferrable Floating Rate Notes due 2020 (the "Class D Notes" and, together with the Class A Notes, Class B Notes and Class C Notes, the "Co-Issued Notes") will be issued by Landmark VIII CLO Ltd., a recently incorporated Cayman Islands exempted company with limited liability (the "Issuer"), and Landmark VIII CLO, Inc., a recently formed Delaware corporation (the "Co-Issuer" and, together with the Issuer, the "Co-Issuers"). The Issuer also will issue the Class E Secured Deferrable Floating Rate Notes due 2020 (the "Class E Notes" and, together with the Co-Issued Notes, the "Secured Notes"), the Income Notes due 2020 (the "Income Notes" and, together with the Secured Notes, the "Notes") and the Composite Obligations due 2020 (the "Composite Obligations") and, together with the Notes, the "Offered Securities"). The Offered Securities will be issued pursuant to an Indenture to be dated as of the Closing Date (as defined below) (the "Indenture") between the Issuer, the Co-Issuer and The Bank of New York Trust Company, National Association, as trustee (the "Trustee"). The Collateral Debt Obligations (as defined herein, and primarily consisting of commercial loans, participations and corporate debt securities) will be managed by Aladdin Capital Management LLC (the "Collateral Manager"). It is a condition to the issuance that (i) the Class A-1 Notes be rated "Aaa" by Moody s Investors Service, Inc. ("Moody s") and "AAA" by Standard & Poor s Ratings Services, a division of The McGraw-Hill Companies, Inc. ("Standard & Poor s" and, together with Moody s, the "Rating Agencies"), (ii) the Class A-2 Notes be rated at least "Aa1" by Moody s and "AAA" by Standard & Poor s, (iii) the Class B Notes be rated at least "Aa2" by Moody s and at least "AA" by Standard & Poor s, (iv) the Class C Notes be rated at least "A2" by Moody s and at least "A" by Standard & Poor s, (v) the Class D Notes be rated at least "Baa2" by Moody s and at least "BBB" by Standard & Poor s, (vi) the Class E Notes be rated at least "Ba2" by Moody s and at least "BB" by Standard & Poor s and (v) that the Composite Obligations be rated at least "Baa3" by Moody's and "BBB-" by Standard & Poor's. The Income Notes will not be rated. This 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 will be made to the Irish Financial Services Regulatory Authority as competent authority under Directive 2003/71/EC for the Prospectus to be approved. Application will be made to the Irish Stock Exchange for the Offered Securities to be admitted to the Official List and trading on its regulated market. There can be no assurance that any such listing will be obtained. The Irish Official List is a regulated market for the purposes of Directive 93/22/EEC.(Continued on next page) See "Risk Factors" for a description of some of the factors that should be considered in evaluating an investment in the Notes. The Offered Securities are offered by Deutsche Bank Securities Inc., and Deutsche Bank AG, London ("Deutsche Bank") from time to time at varying prices in negotiated transactions subject to prior sale, when, as and if issued. Deutsche Bank Securities Inc. and Deutsche Bank AG, London, as initial purchasers (the "Initial Purchasers"), are expected to purchase 100% of the Secured Notes issued by the Issuer and Co-Issuer, as applicable, 100% of the Composite Obligations and 100% of the Income Notes issued by the Issuer, subject, in each case, to certain conditions. Aladdin Capital LLC, an affiliate of the Collateral Manager ("Aladdin Capital"), is expected to purchase U.S.$ 1,000,000 of Income Notes. The Initial Purchasers will act as lead managers and bookrunners with respect to the Offered Securities. The Initial Purchasers reserve the right to withdraw, cancel or modify such offer and to reject orders in whole or in part. It is expected that delivery of each Rule 144A Global Secured Note, each Regulation S Global Secured Note and each Regulation S Global Income Note (each as defined herein) will be made in book-entry form through the facilities of The Depository Trust Company ("DTC") on or about October 17, 2006 (the "Closing Date") and that the Notes and Composite Obligations in definitive form (including all of the Income Notes and Composite Obligations initially sold in the United States or otherwise to "U.S. persons" (as defined in Regulation S)) will be made available for delivery to the owners thereof on such date, in each case in New York, New York against payment therefor in immediately available funds. Deutsche Bank Securities The date of this Offering Circular is January 24, 2007 Deutsche Bank

2 (continued from previous page) CERTAIN PLEDGED ASSETS OF THE ISSUER ARE THE SOLE SOURCE OF PAYMENTS IN RESPECT OF THE OFFERED SECURITIES. THE OFFERED SECURITIES DO NOT REPRESENT AN INTEREST IN OR OBLIGATION OF, AND ARE NOT INSURED OR GUARANTEED BY, DEUTSCHE BANK (AS DEFINED HEREIN), THE COLLATERAL MANAGER, THE TRUSTEE, THE ADMINISTRATOR (AS DEFINED HEREIN) OR ANY OF THEIR RESPECTIVE AFFILIATES. THE OFFERED SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), UNDER APPLICABLE STATE SECURITIES LAWS OR UNDER THE LAWS OF ANY OTHER JURISDICTION, AND NEITHER OF THE CO-ISSUERS WILL BE REGISTERED AS AN "INVESTMENT COMPANY" UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "1940 ACT"). THE OFFERED SECURITIES ARE BEING OFFERED AND SOLD IN THE UNITED STATES ONLY TO PERSONS WHO ARE QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS PROVIDED BY RULE 144A OR, IN THE CASE OF THE SECURED NOTES, INSTITUTIONAL ACCREDITED INVESTORS DESCRIBED IN CLAUSE (1), (2), (3) OR (7) OF RULE 501(a) OF REGULATION D UNDER THE SECURITIES ACT OR, IN THE CASE OF THE INCOME NOTES AND THE COMPOSITE OBLIGATIONS, ACCREDITED INVESTORS DESCRIBED IN ANY CLAUSE OF RULE 501(a) OF REGULATION D UNDER THE SECURITIES ACT, IN EACH CASE, IN TRANSACTIONS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND, IN EACH CASE, WHO ALSO ARE QUALIFIED PURCHASERS (FOR PURPOSES OF SECTION (3)(c)(7) OF THE 1940 ACT) OR, SOLELY IN THE CASE OF THE INCOME NOTES OR THE COMPOSITE OBLIGATIONS, KNOWLEDGEABLE EMPLOYEES (FOR PURPOSES OF RULE 3c-5 UNDER THE 1940 ACT) OR A COMPANY OWNED EXCLUSIVELY BY KNOWLEDGEABLE EMPLOYEES AND/OR QUALIFIED PURCHASERS, AND IN ACCORDANCE WITH ANY OTHER APPLICABLE LAWS. THE OFFERED SECURITIES ALSO ARE BEING OFFERED AND SOLD TO CERTAIN PERSONS THAT ARE NOT U.S. PERSONS (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT ("REGULATION S") OUTSIDE THE UNITED STATES IN RELIANCE ON REGULATION S. PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT THE SELLER OF ANY OFFERED SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A. THE OFFERED SECURITIES ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE AND SUMMARIZED HEREIN UNDER "TRANSFER RESTRICTIONS." Interest on the Secured Notes will accrue on the outstanding principal balance thereof from the Closing Date. Subject to the Priority of Payments (as defined herein), interest will be payable quarterly in arrears on the 19th day of each April, July, October and January of each year (each, a "Distribution Date"); provided that (i) the first Distribution Date will be the Distribution Date occurring in April 2007, (ii) the last Distribution Date will be the Final Distribution Date, and (iii) if any such date is not a Business Day, the related Distribution Date will be the immediately following Business Day. The principal of the Offered Securities is required to be paid on the Distribution Date occurring in October 2020 (the "Stated Maturity") unless redeemed or repaid prior thereto. No interest shall accrue on the Income Notes at a stated rate; rather, the holders of the Income Notes shall receive on each Distribution Date, in respect of interest thereon and on a noncumulative basis, the amounts, if any, distributable to such holders in accordance with the allocation of payments described below under "Application of Funds Priority of Payments Distributions of Interest Proceeds" and "Application of Funds Priority of Payments Distributions of Principal Proceeds," respectively. No principal payments will be made on the Income Notes until principal of, and accrued and unpaid interest on, the Secured Notes, and certain fees and expenses, have been paid in full in accordance with the Priority of Payments. Payments on the Notes will be made in U.S. dollars. The Composite Obligations will be entitled to receive all payments in respect of their related Components and shall not be entitled to receive any additional amounts of principal, interest or other distributions. The Composite Obligations will not represent an additional obligation of the Issuer in excess of the Issuer's obligations in respect of the Components represented by such Composite Obligations. Except as otherwise stated, all references in this Offering Circular to the Notes of any Class that constitutes a Component of a Composite Obligation relating to the principal balance of, the amount of payments (including redemption payments) to be made with respect to, votes or consents to be given by, or security to be taken by or risk factors that may affect, such Notes shall be interpreted to include the Notes of such Class represented by the related Component of the Composite Obligations (whether or not explicitly mentioned). The principal amount of each Component is included in and is not in addition to the principal amount of the related Class of Notes. Thus, the total initial amount of Notes issued, including all related Components, will be equal to the amounts shown on the cover of this Offering Circular. -ii-

3 The Secured Notes and the Composite Obligations are subject to full or partial redemption, prepayment or refinancing under the circumstances described herein under "Description of the Offered Securities Redemption", "Application of Funds Priority of Payments" and "Description of the Offered Securities Refinancing". The Income Notes are subject to full redemption at the direction of the Majority of the Income Notes on any Distribution Date following the payment in full of the Secured Notes. See "Description of the Offered Securities Redemption." The Offered Securities are subject to various risks related to the performance of the Collateral Debt Obligations and the structure of the transaction. These risks, among others, should be considered in connection with any purchase of the Notes. See "Risk Factors" herein for a discussion of some of the risks that should be considered in evaluating an investment in the Notes. See also "Description of the Offered Securities" and "Security for the Notes" herein. The Secured Notes sold within the United States or to "U.S. persons" as defined in Regulation S under the Securities Act (each, a "U.S. Person") in reliance on Rule 144A under the Securities Act ("Rule 144A") initially will be issued either (i) in the form of definitive physical certificates in fully registered form without coupons, registered in the name of the legal and beneficial owner thereof (or a nominee acting on behalf of such legal and beneficial owner) (each, a "Definitive Secured Note"), or (ii) in the case of the Co-Issued Notes only, in the form of one or more global notes in fully registered form without coupons (each, a "Rule 144A Global Secured Note") to be deposited with the Trustee as custodian for, and registered in the name of a nominee of, DTC. No Class E Notes shall be issued in the form of a Rule 144A Global Secured Note. The Secured Notes sold within the United States or to U.S. Persons who are institutional accredited investors satisfying the requirements of clause (1), (2), (3) or (7) of Rule 501(a) of Regulation D under the Securities Act will be issued in the form of Definitive Secured Notes registered in the name of the legal and beneficial owner thereof (or a nominee acting on behalf of such legal and beneficial owner). The Secured Notes sold in offshore transactions in reliance on Regulation S under the Securities Act ("Regulation S") to persons that are not U.S. Persons will be issued in the form of one or more global notes in fully registered form without coupons (each, a "Regulation S Global Secured Note") to be deposited with the Trustee as custodian for, and registered in the name of a nominee of, DTC, for the respective accounts of Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). Beneficial interests in a Regulation S Global Secured Note may be held only through Euroclear or Clearstream, Luxembourg and may not be held by a U.S. Person at any time. The Income Notes sold within the United States or to U.S. Persons in reliance on Rule 144A under the Securities Act or pursuant to another exemption from the registration requirements of the Securities Act will be issued in the form of definitive physical certificates in fully registered form without coupons, registered in the name of the legal and beneficial owner thereof (or a nominee acting on behalf of such legal and beneficial owner) (each, a "Definitive Income Note"). The Income Notes sold in offshore transactions in reliance on Regulation S to persons that are not U.S. Persons initially will be issued in the form of one or more global notes in fully registered form without coupons (each, a "Regulation S Global Income Note") to be deposited with the Trustee as custodian for, and registered in the name of a nominee of, DTC, for the respective accounts of Euroclear and Clearstream, Luxembourg. Beneficial interests in a Regulation S Global Income Note may be held only through Euroclear or Clearstream, Luxembourg and may not be held by a U.S. Person at any time. The Regulation S Global Secured Notes and Regulation S Global Income Notes are referred to collectively as the "Regulation S Global Notes." The Regulation S Global Notes, together with the Rule 144A Global Secured Notes, are referred to as the "Global Notes." The Composite Obligations sold within the United States or to U.S. Persons in reliance on Rule 144A under the Securities Act or pursuant to another exemption from the registration requirements of the Securities Act will be issued in the form of definitive physical certificates in fully registered form without coupons, registered in the name of the legal and beneficial owner thereof (or a nominee acting on behalf -iii-

4 of such legal and beneficial owner) (each, a "Definitive Composite Obligation"). The Composite Obligations sold in offshore transactions in reliance on Regulation S to persons that are not U.S. Persons initially will be issued in the form of one or more global notes in fully registered form without coupons (each, a "Regulation S Global Composite Obligations") to be deposited with the Trustee as custodian for, and registered in the name of a nominee of, DTC, for the respective accounts of Euroclear and Clearstream, Luxembourg. Beneficial interests in a Regulation S Global Income Note may be held only through Euroclear or Clearstream, Luxembourg and may not be held by a U.S. Person at any time. Interests in a Regulation S Global Note or Regulation S Global Composite Obligation may not be held at any time by a U.S. Person, and re-offers or resales of such Notes offered outside the United States in reliance on Regulation S under the Securities Act may be effected only in a transaction exempt from the registration requirements of the Securities Act and not involving directly or indirectly the Issuer, the Co- Issuer or their agents, affiliates or intermediaries. Each purchaser of an interest in a Note or Composite Obligation in the initial offering thereof and each subsequent transferee will be required to make or will be deemed to have made certain representations and agreements. See "Certain ERISA Considerations" and "Transfer Restrictions." Other than as expressly excepted herein, the Co-Issuers accept responsibility for the information contained in this document. To the best of their knowledge and belief, the information contained in this document is in accordance with the facts as of the date hereof and does not omit anything likely to affect the import of such information. NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE 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 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. THIS OFFERING CIRCULAR (THIS "OFFERING CIRCULAR") DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, (I) ANY SECURITIES OTHER THAN THE OFFERED SECURITIES OR (II) ANY SECURITIES IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN OFFER OR SOLICITATION. THE DISTRIBUTION OF THIS OFFERING CIRCULAR AND THE OFFER OR SALE OF THE OFFERED SECURITIES MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS. PERSONS INTO WHOSE POSSESSION THIS OFFERING CIRCULAR OR ANY OF THE OFFERED SECURITIES -iv-

5 COME ARE REQUIRED BY THE ISSUER OR CO-ISSUERS THEREOF AND THE INITIAL PURCHASERS TO INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS. EACH PROSPECTIVE PURCHASER OF ANY OF THE OFFERED SECURITIES MUST COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION IN WHICH IT PURCHASES, OFFERS OR SELLS SUCH NOTES OR POSSESSES OR DISTRIBUTES THIS OFFERING CIRCULAR AND MUST OBTAIN ANY CONSENT, APPROVAL OR PERMISSION REQUIRED BY IT FOR THE PURCHASE, OFFER OR SALE BY IT OF THE OFFERED SECURITIES UNDER THE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION TO WHICH IT IS SUBJECT OR IN WHICH IT MAKES SUCH PURCHASES, OFFERS OR SALES, AND NONE OF THE CO-ISSUERS, THE INITIAL PURCHASERS, THE COLLATERAL MANAGER AND ANY OF THEIR RESPECTIVE AFFILIATES SHALL HAVE ANY RESPONSIBILITY THEREFOR. IRS CIRCULAR 230 NOTICE. THIS OFFERING CIRCULAR WAS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSES OF AVOIDING U.S. FEDERAL, STATE, OR LOCAL TAX PENALTIES. THIS OFFERING CIRCULAR WAS WRITTEN AND PROVIDED BY THE CO-ISSUERS IN CONNECTION WITH THE PROMOTION OR MARKETING BY THE CO- ISSUERS AND/OR INITIAL PURCHASERS OF THE NOTES. EACH NOTEHOLDER SHOULD SEEK ADVICE BASED ON ITS PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. THE OFFERED SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED WITH, RECOMMENDED BY OR APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER SECURITIES COMMISSION OR REGULATORY AUTHORITY, NOR HAS ANY SUCH COMMISSION OR REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. NOTICE TO FLORIDA RESIDENTS THE OFFERED SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER SECTION OF THE FLORIDA SECURITIES ACT (THE "FLORIDA ACT") AND HAVE NOT BEEN REGISTERED UNDER THE FLORIDA ACT IN THE STATE OF FLORIDA. FLORIDA RESIDENTS WHO ARE NOT INSTITUTIONAL INVESTORS DESCRIBED IN SECTION (7) OF THE FLORIDA ACT HAVE THE RIGHT TO VOID THEIR PURCHASES OF THE NOTES WITHOUT PENALTY WITHIN THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION. NOTICE TO GEORGIA RESIDENTS THE OFFERED SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION OF THE GEORGIA SECURITIES ACT OF 1973, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT. NOTICE TO RESIDENTS OF THE UNITED KINGDOM EACH DEALER OF NOTES HAS REPRESENTED AND AGREED, AND EACH FUTURE DEALER WILL BE REQUIRED TO REPRESENT AND AGREE, THAT: (A) IT HAS ONLY COMMUNICATED OR CAUSED TO BE COMMUNICATED AND WILL ONLY COMMUNICATE OR CAUSE TO BE COMMUNICATED ANY INVITATION OR INDUCEMENT TO -v-

6 ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA")) RECEIVED BY IT IN CONNECTION WITH THE ISSUE OR SALE OF THE OFFERED SECURITIES IN CIRCUMSTANCES IN WHICH SECTION 21(1) OF FSMA DOES NOT APPLY TO THE ISSUER OR THE CO-ISSUER; AND (B) IT HAS COMPLIED AND WILL COMPLY WITH ALL APPLICABLE PROVISIONS OF FSMA WITH RESPECT TO ANYTHING DONE BY IT IN RELATION TO ANY OFFERED SECURITIES IN, FROM OR OTHERWISE INVOLVING THE UNITED KINGDOM. NOTICE TO RESIDENTS OF GERMANY THE OFFERED SECURITIES WILL NOT BE OFFERED OR SOLD IN THE FEDERAL REPUBLIC OF GERMANY OTHER THAN IN ACCORDANCE WITH THE GERMAN SECURITIES SALES PROSPECTUS ACT OF DECEMBER 13, 1990 OF THE FEDERAL REPUBLIC OF GERMANY, AS AMENDED (WERTPAPIERVERKAUFSPROSPEKTGESETZ), THE GERMAN INVESTMENT ACT OF DECEMBER 15, 2003 OF THE FEDERAL REPUBLIC OF GERMANY, AS AMENDED (INVESTMENTGESETZ) AND ANY OTHER LEGAL OR REGULATORY REQUIREMENTS APPLICABLE IN THE FEDERAL REPUBLIC OF GERMANY GOVERNING THE ISSUE, OFFER AND SALE OF SECURITIES. AS LONG AS THE OFFERED SECURITIES HAVE A MINIMUM DENOMINATION OF AT LEAST THE EQUIVALENT OF EURO 50,000 THEY MAY BE OFFERED IN GERMANY. UPON REQUEST OF A GERMAN INVESTOR AND AS LONG AS NOT UNDULY EXPENSIVE OR BURDENSOME, THE ISSUER WILL MAKE AVAILABLE TO THE GERMAN INVESTORS AND PUBLISH IN THE ELECTRONIC EDITION OF THE FEDERAL GAZETTE (BUNDESANZEIGER) IN THE GERMAN LANGUAGE THE INFORMATION REQUIRED PURSUANT TO 5(1) SENTENCE 1 IN CONNECTION WITH SENTENCE 2 OF THE GERMAN TAX INVESTMENT ACT (INVESTMENTSTEUERGESETZ). ALL PROSPECTIVE INVESTORS ARE URGED TO SEEK INDEPENDENT TAX ADVICE. THE INITIAL PURCHASERS AND THEIR AFFILIATES DO NOT GIVE TAX ADVICE NOTICE TO RESIDENTS OF MEMBER STATES OF THE EUROPEAN ECONOMIC AREA In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), the Initial Purchasers have represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an offer of notes to the public in that Relevant Member State prior to the publication of an offering memorandum in relation to the notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of notes to the public in that Relevant Member State at any time: (a) to the legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than 43,000,000 and (3) an annual net turnover of more than 50,000,000, as shown in its last annual or consolidated accounts; or -vi-

7 (c) in any other circumstances which do not require the publication by the issuer of an offering memorandum pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an "offer of notes to the public" in relation to any notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State. NOTICE TO THE PUBLIC IN THE CAYMAN ISLANDS NO OFFER MAY BE MADE TO THE PUBLIC IN THE CAYMAN ISLANDS TO SUBSCRIBE FOR ANY OFFERED SECURITIES AND THIS OFFERING CIRCULAR MAY NOT BE PASSED TO ANY SUCH PERSON. THE CO-ISSUED NOTES REPRESENT ONLY LIMITED-RECOURSE DEBT OBLIGATIONS OF THE CO-ISSUERS AND THE CLASS E NOTES, COMPOSITE OBLIGATIONS AND INCOME NOTES REPRESENT ONLY LIMITED-RECOURSE DEBT OBLIGATIONS OF THE ISSUER. THE OFFERED SECURITIES DO NOT REPRESENT DEPOSITS OR OTHER INTERESTS IN OR OBLIGATIONS OF, AND ARE NOT GUARANTEED BY OR SECURED BY THE ASSETS OF, THE INITIAL PURCHASERS, THE COLLATERAL MANAGER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE OFFERED SECURITIES OR THE RELATED COLLATERAL IS INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR GOVERNMENTAL PERSON. THE OFFERED SECURITIES WILL BEAR RESTRICTIVE LEGENDS AND WILL BE SUBJECT TO RESTRICTIONS ON TRANSFER AS DESCRIBED HEREIN, INCLUDING THE REQUIREMENT THAT EACH INITIAL INVESTOR IN THE OFFERED SECURITIES IN GLOBAL FORM SHALL BE DEEMED TO HAVE MADE, AND EACH INITIAL INVESTOR IN THE OFFERED SECURITIES IN DEFINITIVE FORM WILL BE REQUIRED TO MAKE, CERTAIN REPRESENTATIONS AND AGREEMENTS AS DESCRIBED HEREIN. ANY RESALE OR OTHER TRANSFER, OR ATTEMPTED RESALE OR OTHER TRANSFER, OF ANY OF THE OFFERED SECURITIES THAT IS NOT MADE IN COMPLIANCE WITH THE APPLICABLE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AB INITIO. BECAUSE OF THE RESTRICTIONS ON TRANSFER, AN INVESTOR SHOULD BE PREPARED TO BEAR THE RISK OF ITS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME OR UNTIL THE STATED MATURITY. THE OFFERED SECURITIES AND THE RELATED DOCUMENTATION (INCLUDING, WITHOUT LIMITATION, THE INDENTURE) MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME WITHOUT THE CONSENT OF, BUT UPON NOTICE TO, THE HOLDERS OF OFFERED SECURITIES, TO, AMONG OTHER THINGS, MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THE OFFERED SECURITIES TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) AND/OR TO ENABLE THE CO-ISSUERS TO RELY UPON ANY EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR THE 1940 ACT (AND TO REMOVE CERTAIN EXISTING RESTRICTIONS TO THE EXTENT NOT REQUIRED UNDER SUCH EXEMPTION); PROVIDED THAT NO SUCH CHANGE WILL CAUSE THE RATING (IF ANY) OF THE OFFERED SECURITIES THEN OUTSTANDING TO BE REDUCED OR WITHDRAWN. THE BENEFICIAL OWNER OF ANY OFFERED SECURITY SHALL BE DEEMED, BY ACCEPTANCE THEREOF, DIRECTLY OR THROUGH A NOMINEE, TO HAVE AGREED -vii-

8 TO ANY SUCH AMENDMENT OR SUPPLEMENT (EACH OF WHICH SHALL BE CONCLUSIVE AND BINDING ON SUCH BENEFICIAL OWNER AND ALL FUTURE BENEFICIAL OWNERS OF SUCH OFFERED SECURITY AND ANY OFFERED SECURITY ISSUED IN EXCHANGE OR SUBSTITUTION FOR SUCH OFFERED SECURITY WHETHER OR NOT ANY NOTATION THEREOF IS MADE THEREON). SEE "THE INDENTURE MODIFICATION OF INDENTURE" HEREIN. THIS OFFERING CIRCULAR HAS BEEN PREPARED BY THE CO-ISSUERS SOLELY FOR USE IN CONNECTION WITH THE OFFERING OF THE OFFERED SECURITIES AND, EXCEPT AS OTHERWISE PROVIDED IN THIS PARAGRAPH AND IN THE PENULTIMATE PARAGRAPH UNDER "DESCRIPTION OF THE OFFERED SECURITIES FORM, DENOMINATION, REGISTRATION AND TRANSFER OF THE CO-ISSUED NOTES," THE CO-ISSUERS ACCEPT RESPONSIBILITY FOR THE INFORMATION CONTAINED IN THIS OFFERING CIRCULAR. THE INITIAL PURCHASERS, WITH RESPECT TO ONLY THE INFORMATION APPEARING UNDER "PLAN OF DISTRIBUTION," AND THE COLLATERAL MANAGER, WITH RESPECT TO ONLY THE INFORMATION APPEARING UNDER "THE COLLATERAL MANAGER," ACCEPT RESPONSIBILITY FOR THE INFORMATION CONTAINED IN THIS OFFERING CIRCULAR. TO THE BEST OF THE KNOWLEDGE AND BELIEF OF THE CO- ISSUERS (AND THE INITIAL PURCHASERS, WITH RESPECT TO ONLY THE INFORMATION APPEARING UNDER "PLAN OF DISTRIBUTION," AND THE COLLATERAL MANAGER, WITH RESPECT TO ONLY THE INFORMATION APPEARING UNDER "THE COLLATERAL MANAGER"), THE INFORMATION CONTAINED IN THIS OFFERING CIRCULAR AS OF THE DATE HEREOF IS IN ACCORDANCE WITH THE FACTS AND DOES NOT OMIT ANYTHING LIKELY TO AFFECT THE IMPORT OF SUCH INFORMATION. EXCEPT AS SET FORTH IN THIS OFFERING CIRCULAR, NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS OFFERING CIRCULAR; IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON. NEITHER THE DELIVERY OF THIS OFFERING CIRCULAR AT ANY TIME NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCE, IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS OFFERING CIRCULAR. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS OFFERING CIRCULAR, ALL PERSONS MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE U.S. FEDERAL, STATE AND LOCAL TAX TREATMENT OF THE OFFERED SECURITIES AND THE ISSUER, ANY FACT THAT MAY BE RELEVANT TO UNDERSTANDING THE U.S. FEDERAL, STATE AND LOCAL TAX TREATMENT OF THE OFFERED SECURITIES AND THE ISSUER, AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) RELATING TO SUCH U.S. FEDERAL, STATE AND LOCAL TAX TREATMENT. EACH INITIAL INVESTOR IN, AND EACH SUBSEQUENT TRANSFEREE OF, AN INTEREST IN A CO-ISSUED NOTE IN GLOBAL FORM WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED AND AGREED, AND EACH INITIAL INVESTOR AND EACH SUBSEQUENT TRANSFEREE OF A CO- ISSUED NOTE IN CERTIFICATED FORM WILL BE REQUIRED TO REPRESENT, WARRANT AND AGREE, EITHER THAT (A) IT IS NOT, AND IS NOT USING THE ASSETS OF, AN "EMPLOYEE BENEFIT PLAN" SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A "PLAN" TO WHICH SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") APPLIES, AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO INCLUDE "PLAN ASSETS" OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT PLAN S OR PLAN S INVESTMENT IN SUCH ENTITY, OR A GOVERNMENTAL OR OTHER PLAN THAT IS SUBJECT TO ANY NON-U.S., FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (SUCH REPRESENTATION SHALL BE DEEMED TO BE MADE ON EACH DAY FROM THE -viii-

9 DATE ON WHICH SUCH INVESTOR OR TRANSFEREE ACQUIRES SUCH CO-ISSUED NOTES THROUGH AND INCLUDING THE DATE ON WHICH SUCH INVESTOR OR TRANSFEREE DISPOSES OF ITS INTEREST IN SUCH CO-ISSUED NOTES) OR (B) ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH CO-ISSUED NOTE WILL NOT CONSTITUTE OR RESULT IN A NON- EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL OR OTHER PLAN, ANY SUBSTANTIALLY SIMILAR NON-U.S., FEDERAL, STATE OR LOCAL LAW). EACH INITIAL INVESTOR IN, AND EACH SUBSEQUENT TRANSFEREE OF, AN INTEREST IN A GLOBAL CLASS E NOTE, REGULATION S GLOBAL COMPOSITE OBLIGATION OR A GLOBAL INCOME NOTE WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED AND AGREED, AND EACH INITIAL INVESTOR IN, AND EACH SUBSEQUENT TRANSFEREE OF, A CLASS E NOTE, COMPOSITE OBLIGATION OR INCOME NOTE IN CERTIFICATED FORM WILL BE REQUIRED TO REPRESENT, WARRANT AND AGREE AT THE TIME OF ITS ACQUISITION AND THROUGHOUT THE PERIOD OF ITS HOLDING AND DISPOSITION OF SUCH OFFERED SECURITY, THAT (1) IT IS NOT, AND IT WILL NOT BE, AN "EMPLOYEE BENEFIT PLAN" SUBJECT TO THE FIDUCIARY PROVISIONS OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN TO WHICH SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED, APPLIES OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF AN EMPLOYEE BENEFIT PLAN S OR PLAN S INVESTMENT IN THE ENTITY OR OTHERWISE AND (2) IT IS NOT A PERSON WHO HAS DISCRETIONARY AUTHORITY OR CONTROL WITH RESPECT TO THE ASSETS OF THE CO-ISSUERS, OR WHO PROVIDES INVESTMENT ADVICE FOR A FEE (DIRECT OR INDIRECT) WITH RESPECT TO SUCH ASSETS, OR AN AFFILIATE OF SUCH PERSON. NONE OF THE INITIAL PURCHASERS, THE CO-ISSUERS, THE COLLATERAL MANAGER OR ANY AFFILIATE THEREOF MAKES ANY REPRESENTATION TO ANY OFFEREE OR PURCHASER OF OFFERED SECURITIES REGARDING THE LEGALITY OF INVESTMENT THEREIN BY SUCH OFFEREE OR PURCHASER UNDER APPLICABLE LEGAL INVESTMENT OR SIMILAR LAWS OR REGULATIONS OR THE PROPER CLASSIFICATION OF SUCH AN INVESTMENT THEREUNDER. THE CONTENTS OF THIS OFFERING CIRCULAR ARE NOT TO BE CONSTRUED AS LEGAL, FINANCIAL, BUSINESS OR TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN ATTORNEY, FINANCIAL ADVISOR, BUSINESS ADVISOR OR TAX ADVISOR AS TO LEGAL, FINANCIAL, BUSINESS AND TAX ADVICE. AVAILABLE INFORMATION The Co-Issuers are not required by law to publish financial statements. However, to permit compliance with Rule 144A in connection with the sale of the Offered Securities, the Co-Issuers (or, in the case of the Class E Notes, the Composite Obligations and Income Notes, the Issuer) under the Indenture will be required to furnish, upon request of a holder of an Offered Security, to such holder and a prospective purchaser designated by such holder the information required to be delivered under Rule 144A(d)(4) under the Securities Act if, at the time of the request, the Co-Issuers are not reporting companies under Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act. The Trustee will provide or cause to be provided, without charge to each investor upon request, a copy of the Indenture. Requests to the Trustee should be directed in writing to its principal Corporate Trust Office located at New York Plaza, Ground Floor, New York, New York 10004, Attention Global Corporate Trust (Houston) Landmark VIII. In addition, so long as any Offered Securities are listed on the Irish Stock Exchange, certain information and documents will be available at the office of JPMorgan Bank (Ireland) PLC (in such capacity, the "Ireland Listing Agent"). -ix-

10 Unless otherwise indicated, (i) references herein to "dollars," "U.S. dollars" and "$"will be to the lawful currency of the United States; (ii) the term "Rating Agencies" will, except as otherwise provided herein, mean Moody s and Standard & Poor s; (iii) references to a "Rating Agency" will mean Moody s or Standard & Poor s; (iv) references to a Rating Agency in connection with a rating of the Offered Securities will be deemed to mean such Rating Agency with respect to the Offered Securities, rated by it; (v) references to the term "holder" will mean the person in whose name a security is registered; except where the context otherwise requires, holder will include the beneficial owner of such security; and (vi) references to "U.S." and "United States" will be to the United States of America, its territories and its possessions. -x-

11 SUMMARIES AND INCORPORATION BY REFERENCE OF TRANSACTION DOCUMENTS This Offering Circular summarizes certain provisions of the Offered Securities, the Indenture, the Collateral Management Agreement, the Collateral Administration Agreement, the Warehousing Agreement and other transactions and documents. The summaries do not purport to be complete and (whether or not so stated herein) are subject to, are qualified in their entirety by reference to, and incorporate by reference, the provisions of the actual documents (including definitions of terms). Copies of the above documents are available on request from the Trustee. MARKET STABILIZATION IN CONNECTION WITH THE ISSUE OF THE OFFERED SECURITIES, THE INITIAL PURCHASERS OR ANY PERSON ACTING ON THEIR BEHALF MAY OVER-ALLOT OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE OFFERED SECURITIES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITED PERIOD AFTER THE CLOSING DATE. HOWEVER, THERE MAY BE NO OBLIGATION ON THE INITIAL PURCHASERS OR ANY OF THEIR AGENTS TO DO THIS. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME AND MUST BE BROUGHT TO AN END AFTER A LIMITED PERIOD. ALL SUCH TRANSACTIONS WILL BE CARRIED OUT IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS. FORWARD-LOOKING STATEMENTS This Offering Circular contains forward-looking statements, which can be identified by words like "anticipate," "believe," "plan," "hope," "goal," "initiative," "expect," "future," "intend," "will," "could" and "should" and similar expressions. Other information herein, including any estimated, targeted or assumed information, also may deemed to be, or to contain, forward-looking statements. Prospective investors should not place undue reliance on forward-looking statements. Actual results could differ materially from those referred in forward-looking statements for many reasons, including the risks described in "Risk Factors." Forward-looking statements are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying any forward-looking statements will not materialize or will vary significantly from actual results. Variations of assumptions and results may be material. Without limiting the generality of the foregoing, the inclusion of forward-looking statements herein should not be regarded as a representation by either the Issuer or the Co-Issuer, the Collateral Manager, Deutsche Bank or any of their respective affiliates or any other person of the results that will actually be achieved by the Co-Issuers or the Offered Securities. None of the foregoing persons has any obligation to update or otherwise revise any forward-looking statements, including any revision to reflect changes in any circumstances arising after the date hereof relating to any assumptions or otherwise. -xi-

12 TABLE OF CONTENTS SUMMARY OF THE OFFERING CIRCULAR...5 RISK FACTORS...5 Nature of Collateral; Default Risk; Ability to Obtain Collateral Debt Obligations After the Closing Date...5 Bank Loans...5 High-Yield Debt Securities...5 Synthetic Securities...5 Securities Lending...5 International Investing...5 Collateral Debt Obligations Acquired After the Closing Date...5 Limited Control of the Administration and Amendment of Portfolio Loans...5 Confirmation of Ratings; Effective Date Ratings Downgrade...5 Illiquidity of Collateral Debt Obligations...5 Insolvency of Issuers of Collateral Debt Obligations...5 Lender Liability Considerations; Equitable Subordination...5 Limited-Recourse Obligations...5 Subordination and Related Matters...5 Certain Risks Associated with the Income Notes...5 Determinations Under Indenture by Controlling Class; Certain Limitations on Sale and Liquidation...5 Optional Redemption of the Secured Notes...5 Refinancings...5 Limited Liquidity and Restrictions on Transfer...5 Collateral Reinvestment Provisions...5 Average Life and Prepayment Considerations...5 Interest Rate Risk; Floating Rate Indices for Collateral Debt Obligations...5 Certain Risks of Hedge Agreements...5 Certain Matters with Respect to German Investors...5 Changes in Tax Law; No Gross Up in Respect of the Offered Securities...5 Certain Collateral Debt Obligations Subject to Withholding or Similar Tax; Changes in Tax Law; No Gross Up in Respect of Collateral Debt Obligations...5 Certain Equity Securities Producing Income Subject to U.S. Withholding...5 Regulation U Requirements...5 Dependence on Key Personnel of the Collateral Manager...5 A Substantial Amount of Collateral Debt Obligations Was Acquired Before the Closing Date, and the Terms of the Acquisition May Adversely Affect the Issuer...5 Certain Conflicts of Interest Relating to the Collateral Manager...5 Certain Conflicts of Interest Relating to the Initial Purchasers...5 Brokerage...5 Over-Allotment; Stabilizing Transactions...5 Forward-Looking Statements...5 The 1940 Act...5 Prevention of Money Laundering and Terrorism...5 Unspecified Use of Proceeds...5 ERISA...5 THE CO-ISSUERS...5 General...5 Capitalization...5 Business...5 The Administrator...5 DESCRIPTION OF THE OFFERED SECURITIES...5 The Notes...5 Class A-1 Notes...5 Class A-2 Notes...5 -xii-

13 Class B Notes...5 Class C Notes...5 Class D Notes...5 Class E Notes...5 Income Notes...5 Status and Security...5 Interest on the Notes...5 Principal of the Notes...5 Redemption...5 Optional and Special Redemptions...5 Coverage Test Failure Redemption...5 Optional Redemption of the Income Notes...5 Redemption of the Composite Obligations...5 Redemption Procedures...5 Redemption Date Payments...5 Refinancing...5 Required Disposition...5 Payments on the Notes...5 No Gross-Up...5 Form, Denomination, Registration and Transfer of the Co-Issued Notes...5 Form, Denomination, Registration and Transfer of the Class E Notes...5 Form, Denomination, Registration and Transfer of the Income Notes...5 Form, Denomination, Registration and Transfer of the Composite Obligations...5 APPLICATION OF FUNDS...5 Interest and Principal Proceeds...5 Priority of Payments...5 Distributions of Interest Proceeds...5 Distributions of Principal Proceeds...5 Payments in Respect of the Composite Obligations...5 Distribution in Respect of the Income Notes on the Stated Maturity...5 Liquidation of Collateral; Final Distribution...5 Payments in Respect of the Notes...5 USE OF PROCEEDS...5 RATINGS OF THE NOTES...5 MATURITY AND PREPAYMENT CONSIDERATIONS IN RESPECT OF THE SECURED NOTES...5 SECURITY FOR THE NOTES...5 General...5 Collateral...5 Collateral Debt Obligations...5 Closing Date Tests...5 Portfolio Profile Test...5 Reinvestment Period...5 The Coverage Tests and Collateral Quality Tests...5 The Class A/B Overcollateralization Test...5 The Class A/B Interest Coverage Test...5 The Class C Overcollateralization Test...5 The Class C Interest Coverage Test...5 The Class D Overcollateralization Test...5 The Class D Interest Coverage Test...5 The Class E Overcollateralization Test...5 The Supplemental Overcollateralization Test...5 Moody s Minimum Average Recovery Rate Test...5 Moody s Diversity Score Test and Moody s Weighted Average Rating Test...5 -xiii-

14 Weighted Average Margin Test...5 Standard & Poor s Minimum Average :...5 Standard & Poor s CDO Monitor Test...5 Weighted Average Life Test...5 Weighted Average Coupon Test...5 Collateral Quality Matrix Tests...5 Substitute Securities and Reinvestment Criteria...5 Sales and Treatment of Defaulted Obligations...5 Sales and Treatment of Equity Securities...5 Sales Relating to Redemptions...5 Certain Other Considerations...5 Accounts...5 Interest Collection Account...5 Principal Collection Account...5 Custodial Account...5 Payment Account...5 Expense Account and Closing Expense Account...5 Swap Collateral Account...5 Delayed Funding Obligation Account...5 Interest Reserve Account...5 Securities Lending Account...5 Hedge Counterparty Collateral Account...5 Swap Counterparty Collateral Account...5 Initial Deposit Account...5 Hedge Agreements...5 Securities Lending...5 A/B Exchanges...5 Margin Stock...5 Certain Conditions Applicable to Delayed Draw Term Loans and Revolving Credit Facilities...5 Certain Determinations in Respect of the Collateral...5 THE INDENTURE...5 Trustee...5 Events of Default...5 Notices...5 Modification of Indenture...5 Additional Issuance...5 Consolidation, Merger or Transfer of Assets...5 Petitions for Bankruptcy...5 Satisfaction and Discharge of Indenture...5 Intended Tax Treatment of the Offered Securities...5 Governing Law...5 THE COLLATERAL MANAGER...5 General...5 Biographies of Certain Key Individuals...5 THE COLLATERAL MANAGEMENT AGREEMENT...5 Compensation...5 Termination of Collateral Management Agreement...5 Replacement Key Manager(s); No Key Manager Event...5 Replacement Key Manager(s); Key Manager Event...5 Resignation of the Collateral Manager...5 Nomination of Successor Collateral Manager...5 Approval of Successor Collateral Manager...5 Amendment of Collateral Management Agreement...5 -xiv-

15 COLLATERAL ADMINISTRATION...5 CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS...5 General...5 U.S. Federal Tax Treatment of the Issuer...5 U.S. Federal Tax Treatment of U.S. Holders of Secured Notes...5 U.S. Federal Tax Treatment of U.S. Holders of the Class A Notes and the Class B Notes...5 U.S. Federal Tax Treatment of U.S. Holders of the Class C Notes, Class D Notes and Class E Notes...5 U.S. Federal Tax Treatment of Tax Exempt U.S. Holders of Secured Notes...5 U.S. Federal Tax Treatment of Non-U.S. Holders of Secured Notes...5 U.S. Federal Tax Treatment of U.S. Holders of Income Notes...5 U.S. Federal Tax Treatment of Tax-Exempt U.S. Holders of Income Notes...5 U.S. Federal Tax Treatment of Non-U.S. Holders of Income Notes...5 Information Reporting and Backup Withholding...5 Disclosure Requirements for U.S. Holders Experiencing Significant Book-Tax Differences...5 CAYMAN ISLANDS TAX CONSIDERATIONS...5 CERTAIN ERISA CONSIDERATIONS...5 General...5 Plan Assets: the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes...5 Plan Assets: the Class E Notes and the Income Notes...5 Prohibited Transaction Exemptions...5 Plan Assets: The Composite Obligations...5 CERTAIN LEGAL INVESTMENT CONSIDERATIONS...5 PLAN OF DISTRIBUTION...5 CERTAIN SECURITIES LAW CONSIDERATIONS...5 TRANSFER RESTRICTIONS...5 Transfer and Exchange...5 Investor Representations, Warranties and Agreements Rule 144A Global Secured Notes...5 Investor Representations, Warranties and Agreements Definitive Secured Notes...5 Investor Representations, Warranties and Agreements Regulation S Global Secured Notes...5 Investor Representations, Warranties and Agreements Definitive Composite Obligations...5 Investor Representations, Warranties and Agreements Regulation S Global Composite Obligations...5 Investor Representations, Warranties and Agreements Definitive Income Notes...5 Investor Representations, Warranties and Agreements Regulation S Global Income Notes...5 LISTING AND GENERAL INFORMATION...5 Certain Additional Issues Relating to Listing of the Offered Securities...5 CERTAIN LEGAL MATTERS...5 GLOSSARY...5 INDEX OF DEFINED TERMS...5 EXHIBITS Exhibit A Moody s Diversity Score Procedures Exhibit B Industry Classification Groups Exhibit C Part II Form ADV. -xv-

16 SUMMARY OF THE OFFERING CIRCULAR The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this Offering Circular. An Index of Defined Terms identifying the location of defined terms and a Glossary setting forth the definitions of terms used but not defined in the body of this Offering Circular appear at the back of this Offering Circular. Issuer:... Co-Issuer:... Landmark VIII CLO Ltd., an exempted company incorporated under the laws of the Cayman Islands with limited liability for the sole purpose of acquiring Collateral Debt Obligations, issuing the Offered Securities and engaging in certain related transactions. The Issuer will not have any substantial assets other than the assets pledged under the Indenture. See "The Co-Issuers." Landmark VIII CLO, Inc., a Delaware corporation established for the sole purpose of co-issuing the Co-Issued Notes and engaging in certain related transactions. The Co-Issuer will not have any assets other than nominal equity capital and will not pledge any assets to secure the Notes. The Class E Notes, the Composite Obligations and Income Notes will not be issued by the Co-Issuer. See "The Co-Issuers." Offered Securities:... U.S.$317,875,000 aggregate principal amount of Class A-1 Senior Secured Floating Rate Notes due U.S.$35,500,000 aggregate principal amount of Class A-2 Senior Secured Floating Rate Notes due U.S.$36,000,000 aggregate principal amount of Class B Senior Secured Floating Rate Notes due U.S.$34,000,000 aggregate principal amount of Class C Secured Deferrable Floating Rate Notes due U.S.$26,000,000 aggregate principal amount of Class D Secured Deferrable Floating Rate Notes due U.S.$20,000,000 aggregate principal amount of Class E Secured Deferrable Floating Rate Notes due U.S.$46,500,000 aggregate principal amount of Income Notes due U.S.$8,000,000 aggregate principal amount of Composite Obligations due The Co-Issued Notes will be issued by the Co-Issuers and the Class E Notes, Composite Obligations and Income Notes will be issued by the Issuer pursuant to the Indenture (the Issuer or the Co-Issuers in this context, the "Applicable Issuer(s)") and will be limited-recourse debt obligations of the Applicable Issuer(s) thereof. The Secured Notes (including the Secured Note Components of the Composite Obligations) will be secured solely by a pledge of the Collateral by the Issuer to the Trustee pursuant to the Indenture for the benefit of the Trustee, the holders of the Secured Notes, the holders of the Composite

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