The net proceeds of the offering of the Notes and Certificates, after payment of applicable fees
and expenses, which net proceeds will equal approximately $990,000,000, has or will be used by the
Issuer to (i) purchase a diversified portfolio consisting primarily of Structured Finance Obligations,
Corporate Bonds and Synthetic Securities related to each, in each case satisfying the investment criteria
described herein, (ii) fund the Expense Account, (iii) enter into certain Hedge Agreements, (iv) purchase
certain assets which are being held solely for the benefit of the holders of the Certificates, and
(v) undertake certain related activities. The Asset Manager expects that, as of the Closing Date, the Issuer
will have purchased (or entered into commitments to purchase, for settlement on or following the Closing
Date) at least 90% of the Underlying Assets to be included in the anticipated initial portfolio. The
Underlying Assets to be purchased by the Issuer on the Closing Date will, prior to the Closing Date, be
assets of the Asset Manager, its affiliates, or certain funds managed by the Asset Manager.