EFTA01376299.pdf

Process Agent The Issuer will initially appoint National Corporate Research, Ltd., 10 East 40th Street, 10'h Floor. New York, NY 10016. as the process agent where notices to. and demands upon. the Issuer in respect of the Securities and the Indenture may be served. Capitalization The initial proposed capitalization and indebtedness of the Issuer as of the Closing Date after giving effect to the issuance of the Securities and the Ordinary Shares (before deducting expenses of the Offering and original issue discounts) is as set forth below. Source Amount (US$) Class A—I Notes 260.000.000 Class A-2 Notes 38.000.000 Class B Notes 34.000.000 Class C Notes 20.000,000 Class D Notes 16.500.000 Subordinated Notes• 4.220,000 Total Debt 372.720.000 Preferred Shares' 36.780.000 Issuer Ordinary Shams 250 Total Equity 36.780 250 Total Capitalization 409.500.250 * The allocation between the Subordinated Notes and Preferred Shares may change prior to the Closing Date. The Issuer Only Notes arc obligations of the Issuer and the Senior Notes arc obligations of the Co-Issuers and do not represent obligations of any other Transaction Party or any of their respective Af iliates. or any directors or officers of the Issuer. The Preferred Shares will be equity interests of the Issuer. Available Information Upon request, the Issuer will furnish to holders and prospective purchasers of the Securities information that is required by subsection (d)(4Xi) of Rule 144A. USE OF PROCEEDS The net proceeds from the issuance of the Securities on the Closing Date. after payment of certain fees. organizational and other fees and expenses. funding of the Closing Date Interest Deposit and original issue discounts, are expected to be approximately U.S.$398.5 million and will be used by the Issuer to purchase Collateral Obligations meeting the diversification, rating and other requirements described herein. On the Closing Date, the Investment Manager currently expects to use at least 37% of the net proceeds to purchase Collateral Obligations and redeem notes issued to the Pre-Closing Patties to finance the Issuer's pm-closing acquisition of loans. By the Closing Date, the Issuer will have purchased or entered into agreements to purchase Collateral Obligations with an aggregate principal balance of approximately $260 million. The Investment Manager expects to purchase (and enter into agreements to purchase) additional Collateral Obligations by the Effective Date. On or before the first Determination Date, any remaining net proceeds front the Closing Date will be treated as Principal Proceeds or. in an amount not exceeding $3 million, as Interest Proceeds as directed by the Investment Manager. 24 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0072299 CONFIDENTIAL SONY GM_00218483 EFTA01376299