Epstein Secrets

and construed in accordance with the laws of the State of New York. The terms and conditions of the Preferred Shams will be governed by the laws of the Cayman Islands. Offer and Transfer Restrictions The Securities have not been and will not be registered under the Securities Act, and none of the Issuer, the C

The Subordinated Securities will not be rated. In connection with the Effective Date. the Investment Manager (on behalf of the Issuer) will request Rating Agency Confirmation from S&P and, unless the Effective Date Moody's Condition is satisfied. Moody's. Governing Law The Notes, the Fiscal Agency Agreem

by any government or other taxing authority other than a stamp, registration, documentation or similar tax. "Tax Advantaged Jurisdiction": One of the Cayman Islands, Bermuda, the Netherlands Antilles or the tax advantaged jurisdiction of the Channel Islands, or such other jurisdiction that each Rating Agency ha

e Cayman Islands, Bermuda, the Netherlands Antilles or the tax advantaged jurisdiction of the Channel Islands, or such other jurisdiction that each Rating Agency has confirmed in writing will not result in a qualification, downgrade or withdrawal of its then-current rating of any Class of Securities. "Tax Ev

teral. The Issuer will apply for the registration of this Indenture in the Register of Mortgages of the Issuer at the Issuer's Registered Office in the Cayman Islands. The Issuer hereby designates the Trustee as its agent and attorney in fact to prepare, execute and file any Financing Statement, continuation stat

Opinions as to Collateral. On or before January 30 in each calendar year, commencing in 2008, the Issuer shall furnish to the Trustee and to each Rating Agency (with a copy to the Collateral Manager) an Opinion of Counsel stating that, in the opinion of such counsel, as of the date of such opinion, the lie

and construed in accordance with the laws of the State of New York. The terms and conditions of the Preferred Shams will be governed by the laws of the Cayman Islands. Offer and Transfer Restrictions The Securities have not been and will not be registered under the Securities Act, and none of the Issuer, the C

The Subordinated Securities will not be rated. In connection with the Effective Date. the Investment Manager (on behalf of the Issuer) will request Rating Agency Confirmation from S&P and, unless the Effective Date Moody's Condition is satisfied. Moody's. Governing Law The Notes, the Fiscal Agency Agreem

teral. The Issuer will apply for the registration of this Indenture in the Register of Mortgages of the Issuer at the Issuer's Registered Office in the Cayman Islands. The Issuer hereby designates the Trustee as its agent and attorney in fact to prepare, execute and file any Financing Statement, continuation stat

Opinions as to Collateral. On or before January 30 in each calendar year, commencing in 2008, the Issuer shall furnish to the Trustee and to each Rating Agency (with a copy to the Collateral Manager) an Opinion of Counsel stating that, in the opinion of such counsel, as of the date of such opinion, the lie

ntity are transferred (the "Successor Entity") (A) if the Merging Entity is the Issuer, shall be a company organized and existing under the laws of the Cayman Islands or such other jurisdiction approved by a Majority of the Controlling Class (provided that no such approval shall be required in connection with any

Collateral Manager, the Trustee and the Administrator (to be forwarded by the Trustee, to each Noteholder making a written request therefor and each Rating Agency) an Officer's certificate of the Issuer that, having made reasonable inquiries of the Collateral Manager, and to the best of the knowledge, informa

n entity (other than the Issuer) required to make payments on a Synthetic Security (including any guarantor). "Tax Advantaged Jurisdiction": One of the Cayman Islands. Bermuda. the Netherlands Antilles or the tax advantaged jurisdiction of the Channel Islands. or such other jurisdiction that each Rating Agency has

he Cayman Islands. Bermuda. the Netherlands Antilles or the tax advantaged jurisdiction of the Channel Islands. or such other jurisdiction that each Rating Agency has confirmed in writing will not result in a qualification, downgrade or withdrawal of its then-current rating of any Class of Securities. "Tax E

by any government or other taxing authority other than a stamp, registration, documentation or similar tax. "Tax Advantaged Jurisdiction": One of the Cayman Islands, Bermuda, the Netherlands Antilles or the tax advantaged jurisdiction of the Channel Islands, or such other jurisdiction that each Rating Agency ha

e Cayman Islands, Bermuda, the Netherlands Antilles or the tax advantaged jurisdiction of the Channel Islands, or such other jurisdiction that each Rating Agency has confirmed in writing will not result in a qualification, downgrade or withdrawal of its then-current rating of any Class of Securities. "Tax Ev