The Company, RESPARCS Funding II Limited Partnership, a limited partnership established under the laws of Jersey on 17 April 2003, acquired with the proceeds of the Re-Engineered Silent Participation Assimilated Regulatory Capital (RESPARC) Securities, a silent participation in the commercial enterprise (Handelsgewerbe) of HSH Nordbank (formerly Landesbank Schleswig-Holstein Girozentrale) in the form of a Stille Gesellschaft under German law. The Issuer expects to fund interest payments on the RESPARC Securities with distributions received under the Participation Agreement and funds received from the Bank's Luxembourg branch under a loan agreement. Interest payments are contingent on the Issuer's receipt of Silent Participation Payments from HSH Nordbank under the Participation