Epstein Secrets

e Offer. Such Shares will return to the status of authorized and uniss=ed Shares. The Shares are currently "margin securities" under the rules of t=e Federal Reserve Board. This has the effect, among other things, of allowing brokers=to extend credit on the collateral of the Shares. The Company believes that, following

mpany believes that, following the repurchase of Shares pursuant to the Offer, the Shares will continue to be margin securities for purposes of the Federal Reserve Board&=39;s margin regulations. Schedule A hereto describes transactions effected by the Company or by individuals who are directors or executive officers of t

ion (the "Company"), Leslie H. =exner, in his individual capacity (in such capacity, "Wexner"), and Leslie H. W=xner, as Trustee (in such capacity, the "Trustee") of The Wexner Children&=39;s Trust under a Trust Agreement dated January 24, 1996 (the "Trust"). RECITALS WHEREAS, the Company desires to distri

"Expense Reserve Account": The trust account established pursuant to Section 10.4(a). System. "Federal Reserve Board": The Board of Governors of the U.S. Federal Reserve "Fee Basis Amount": As of any date of determination, an amount equal to the sum of (a) the Aggregate Principal Balance of the Collateral Obligation

within the meaning of Regulation U issued by the Federal Reserve Board. 28 EFTA00596160 "Margin Stock": As defined under Regulation U issued by the Federal Reserve Board. "Market Value": With respect to a Collateral Obligation on any date of determination, the price thereof (expressed as a percentage) based on the

rgo Bank, National Association, a national banking association, as trustee (herein, together with its permitted successors in the trusts hereunder, the "Trustee"). PRELIMINARY STATEMENT The Co-Issuers are duly authorized to execute and deliver this Indenture to provide for the Securities issuable as provide

rred Stock may be cumulative or non- cumulative. The Company's ability to pay dividends on its Preferred Stock is subject to policies established by the Federal Reserve. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Supervision and Regulation—Capital Planning and Stress T

tion of the Company's Board of Directors or a committee thereof or officers' certificate. The Trustee on the applicable Indenture is referred to as the "Trustee." The Indentures do not limit the aggregate principal amount of the Debt Securities or of any particular series of Debt Securities that may be issu