of principal and, in the case of the Class B Notes, the Class C Notes and the Class D Notes. as to the likelihood of ultimate payment of interest and principal. Such ratings of the Senior Notes by Moody's represent Moody's view as to the ultimate cash receipt of all required payments on each such Senior Note as provided by its governing documents. See 'Ratings of the Notes." The Income Notes will not be rated by Moody's, Standani & Poor's or any other rating agency. The Co-Issuers will request, within 20 Business Days after the Ramp-Up End Date. that each Rating Agency confirm its ratings of the Senior Notes within 30 Business Days after the Ramp-Up End Date. Use of Proceeds The Offering The proceeds of the issuance of the Securities, net of any issued discount and after paying or providing for the payment of organizational expenses and the expenses of the issuance of the Securities by funding the Expense Reserve Account, will be approximately U.S. $10,397,500. Approximately U.S. S376.000,000 will be used to purchase and/or refinance previously purchased Collateral Obligations on the Closing Date. Approximately U.S. $74,000,000 will be deposited into the Ramp-Up Account on the Closing Date for the purchase of additional Collateral Obligations before the Ramp-Up End Date. Approximately 51.400,000 will be deposited into the Revolving Reserve Account on the Closing Date. The Senior Notes am being offered (i) in the United States to "qualified institutional buyers" as defined in Rule I44A under the Securities Act ("Qualified Institutional Buyers") that are also "qualified purchasers" as defined for proposes of Section 3(cX7) of the Investment Company Act ("Qualified Purchasers") and (ii) outside the United States to non-U.S. Persons in offshore transactions in reliance on Regulation S. The Income Notes am being offered (i) in the United States only to Qualified Institutional Buyers or Accredited Investors that in either case are also Qualified