Epstein Secrets

to all or a portion of the Synthetic Securities, which relationship may create certain conflicts of interest. See "-Certain Conflicts of Interest" Moody's or S&P may downgrade am• Class of Senior Notes then rated by it if a Synthetic Security Counterpart• to a material portion of the Synthetic Securiti

ny Rating Agency in rating the Securities or any recovery rate used in connection with any analysis of the Securities that may have been prepared by the Initial Purchaser, the Placement Agent or art• other person for or at the direction of Holders of any Securities. Ramp-Up Risk. The Issuer expects that, as of the Cl

f the Investment Company Act. "Rated Notes Redemption Date": Any Redemption Date on which a Rated Notes Redemption occurs. "Rating Agency": Each of Moody's and S&P, in each case for so long as any of the Notes rated by such entity arc Outstanding. "Rating Agency Confirmation": Confirmation in writing (

sure in the Relevant Member State. "Purchase Aurcement": The Purchase Agreement dated as of the Closing Date between the Issuer. the Co-Issuer and the Initial Purchaser. "Qualified Institutional Buyer": Am• Person that, at the time of its acquisition. purported acquisition or proposed acquisition of Securities. is

to all or a portion of the Synthetic Securities, which relationship may create certain conflicts of interest. See "-Certain Conflicts of Interest" Moody's or S&P may downgrade am• Class of Senior Notes then rated by it if a Synthetic Security Counterpart• to a material portion of the Synthetic Securiti

ny Rating Agency in rating the Securities or any recovery rate used in connection with any analysis of the Securities that may have been prepared by the Initial Purchaser, the Placement Agent or art• other person for or at the direction of Holders of any Securities. Ramp-Up Risk. The Issuer expects that, as of the Cl

f the Investment Company Act. "Rated Notes Redemption Date": Any Redemption Date on which a Rated Notes Redemption occurs. "Rating Agency": Each of Moody's and S&P, in each case for so long as any of the Notes rated by such entity arc Outstanding. "Rating Agency Confirmation": Confirmation in writing (

sure in the Relevant Member State. "Purchase Aurcement": The Purchase Agreement dated as of the Closing Date between the Issuer. the Co-Issuer and the Initial Purchaser. "Qualified Institutional Buyer": Am• Person that, at the time of its acquisition. purported acquisition or proposed acquisition of Securities. is

Excepted Company that is a bankruptcy remote special purpose vehicle, so long as such country has a foreign currency rating of at least "Aa2" from Moody's and a foreign currency issuer rating of at least "AK' from S&P). and any other tax advantaged jurisdiction for which Rating Agency Confirmation is o

s specified in the Indenture in definitive, fully registered form without interest coupons. "Transaction Party": Each of the Issuer, the Co-Issuer, the Initial Purchaser, the Collateral Administrator, the Trustee. the Fiscal Agent, the Indenture Registrar, the Share Registrar. the Share Trustee, the Administrator and

In the case of a Synthetic Security, the Synthetic Security Counterparty or issuer, as the case may be, has a long-term senior unsecured rating by Moody's of at least "Al", and if rated "Al" by Moody's, such rating is not on watch for downgrade, and a long-term senior unsecured rating by. of at least

investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the Co-Issuers, the Collateral Manager, the Initial Purchaser, the Placement Agent, the Trustee, the Collateral Administrator or any of their respective Affiliates, agents and independent contractors in their

he case of a waiver of Default relating to a breach of the representations contained in Section 3.4, written notice of such waiver must be given to Moody's. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every

ent banking firm of national reputation with demonstrated capabilities in structuring and distributing securities similar to the Notes, which may be the Initial Purchaser, as to the feasibility of any action proposed to be taken in accordance with this Section 5.4 and as to the sufficiency of the proceeds and other a