each of the foregoing. Holders of Preferred Shams will not be secured panics under the Indenture. The Collateral Obligations will consist primarily of senior secured floating rate leveraged loans made to corporate and other business entities ("Leveraged Loans") of below investment grade credit quality. See "Risk Factors.- The Issuer may lend Collateral Obligations to Securities Lending Counterparties that satisfy the requirements described herein. Sec "Risk Factors" and "Security for the Notes — Securities Lending.- Ratings It is a condition to the issuance of the Notes that the Class A-I Notes be rated "Aaa(sI)" by Moody's and "AAA(sf)" by S&P. that the Class A-2 Notes be rated at least "AA(sf)" by S&P. that the Class B Notes be rated at least "A(sf)" by S&P, that the Class C Notes be rated at least -BBB(s0" by S&P and that the Class D Notes be rated at least "BB(sl)" by S&P. 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 Agreement and the Indenture will be governed by. 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 Co-Issuer or the pool of' Collateral is or will be registered under the Investment Company Act, in reliance on the exemption provided by Section 3(cX7) thereof. Accordingly, such Securities may not be offered or sold within the United States to, or for the account or benefit of, -U.S. persons- (as such terms are defined in Regulation S) except pursuant to an exemption from, or in a transaction not subject to. t