Epstein Files Search

EFTA01376189Dataset 10

1p480w

Depository, as the case may be, directing the Trustee to deliver one or more such Definitive Securities; (B) a Transfer Certificate; and (C) in the case of a transfer of a Subordinated Note to an Accredited Investor that is not also a Qualified Institutional Buyer, an opinion of counsel that such transfer would not be required to be registered under the Securities Act; the Indenture Registrar shall (x) confirm the instructions at the Depository to reduce the applicable Rule 144A…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01376189.pdf

EFTA01376190Dataset 10

1p468w

…Security. If a holder of a beneficial interest in a Definitive Security wishes at any time to transfer its interest in such Security to a Person that wishes to take delivery in the form of a Definitive Security, such holder may transfer or cause the transfer of such interest for an equivalent interest in one or more Definitive Securities of the same Class (in Authorized Denominations), but only upon delivery of the documents set forth in the following sentence. Upon…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01376190.pdf

EFTA01365415Dataset 10

1p469w

…Security. If a holder of a beneficial interest in a Definitive Security wishes at any time to transfer its interest in such Security to a Person that wishes to take delivery in the form of a Definitive Security, such holder may transfer or cause the transfer of such interest for an equivalent interest in one or more Definitive Securities of the same Class (in Authorized Denominations), but only upon delivery of the documents set forth in the following sentence. Upon…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01365415.pdf

EFTA01365414Dataset 10

1p636w

…transfers of a Global Security, in whole or in part, shall only be made in accordance with this Section 2.5(e). So long as a Definitive Security remains Outstanding, transfers and exchanges of Definitive Securities, in whole or in part, shall only be made in accordance with this Section 2.5(e). (i) Transfer of a Beneficial Interest in a Global Security to a Beneficial Interest in a Definitive Security. If a holder of a beneficial interest in a…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01365414.pdf

EFTA01376185Dataset 10

1p643w

…which shall be registered in the name of the beneficial owner or a nominee thereof. Except for such Definitive Securities, the Securities sold to QIB/QPs in reliance on Rule I44A shall be initially issued as Rule 144A Global Securities and with the Applicable Legend added thereto which shall be deposited on behalf of the subscribers for such Securities represented thereby with the Trustee as custodian for the Depository and registered in the name of a nominee of the Depository…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01376185.pdf

EFTA01365424Dataset 10

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…without charge, and the Applicable Issuer shall execute and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Security, an equal aggregate principal amount of Definitive Securities of Authorized Denominations (pursuant to instruction of the Depository). Any portion of a Global Security transferred pursuant to this Section 2.10 shall be executed, authenticated and delivered only in an Authorized Denomination. Any Definitive Security delivered in exchange for an interest in a Global Security under…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01365424.pdf

EFTA01365410Dataset 10

1p644w

…which shall be registered in the name of the beneficial owner or a nominee thereof. Except for such Definitive Securities, the Securities sold to QIB/QPs in reliance on Rule I44A shall be initially issued as Rule 144A Global Securities and with the Applicable Legend added thereto which shall be deposited on behalf of the subscribers for such Securities represented thereby with the Trustee as custodian for the Depository and registered in the name of a nominee of the Depository…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01365410.pdf

EFTA01365593Dataset 10

1p799w

…have made the representations and agreements set forth in items (3) through (9), (II). (12) and (14) through (22) and in the description above of the representations and agreements applicable to Definitive Securities and the deemed representations and agreements set forth in items (4) and (5) in the description above of the deemed representations and agreements applicable to Rule I44A Global Securities. In addition, each such Purchaser will by its purchase of such an interest be deemed to have made…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01365593.pdf

EFTA01365588Dataset 10

1p764w

…transfer of the Securities. Each purchaser (including transferees and each beneficial owner of an account on whose behalf Securities are being purchased) of Securities is referred to as a "Purchaser." Each Purchaser that holds Definitive Securities and each Purchaser of ERISA Limited Securities on the Closing Date will be required to make (or will be deemed to make) certain representations and agreements substantially as follows: (1) The Purchaser (i) either (A) is not a U.S. person and is acquiring…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01365588.pdf

EFTA01365362Dataset 10

1p286w

…Destroyed, Lost or Stolen Securities 76 Section 2.7. Payments in Respect of the Securities; Rights Reserved 77 Section 2.8. Cancellation 80 Section 2.9. Funds for Payments to be Held in Trust 80 Section 2.10. Definitive Securities In Event Depository No Longer Available 80 Section 2.11. Ineligible Holders 81 Section 2.12. Additional Securities 82 ARTICLE III CONDITIONS PRECEDENT; COLLATERAL DELIVERY; AND REPRESENTATIONS Section 3.1. General Provisions 84 Section 3.2. Security for Notes 86…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01365362.pdf

EFTA01376151Dataset 10

1p285w

…Destroyed, Lost or Stolen Securities 76 Section 2.7. Payments in Respect of the Securities; Rights Reserved 77 Section 2.8. Cancellation 80 Section 2.9. Funds for Payments to be Held in Trust 80 Section 2.10. Definitive Securities In Event Depository No Longer Available 80 Section 2.11. Ineligible Holders 81 Section 2.12. Additional Securities 82 ARTICLE III CONDITIONS PRECEDENT; COLLATERAL DELIVERY; AND REPRESENTATIONS Section 3.1. General Provisions 84 Section 3.2. Security for Notes 86…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01376151.pdf

EFTA01376198Dataset 10

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…at the last address of record of each such Holder. Section 2.10. Definitive Securities In Event Depository No Longer Available. (a) Except as provided in Section 2.5(eXi) and (ii), a Global Security deposited with the Depository pursuant to Section 2.2 shall be transferred to the beneficial owners thereof only if (x) such transfer complies with Sections 2.4 and 2.5 of this Indenture and the Depository notifies the Trustee that it is unwilling or unable…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01376198.pdf

EFTA01422410Dataset 10

2011-06-22369p87,774w

…Defaced, Destroyed, Lost or Stolen Securities 76 Section 2.7. Payments in Respect of the Securities; Rights Reserved 77 Section 2.8. Cancellation 80 Section 2.9. Funds for Payments to be Held in Trust 80 Section 2.10. Definitive Securities In Event Depository No Longer Available 80 Section 2.11. Ineligible Holders 81 Section 2.12. Additional Securities 82 ARTICLE III CONDITIONS PRECEDENT; COLLATERAL DELIVERY; AND REPRESENTATIONS Section 3.1. General Provisions EFTA01422411 84 Section 3.2. Security for…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01422410.pdf

EFTA01365468Dataset 10

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…the Subordinated Securities; (iii) that the amount payable in respect of the redeemed Securities will be limited to the applicable Redemption Price; (iv) the place or places where the Definitive Securities subject to Optional Redemption are to be surrendered for payment of such Redemption Price, and that such Redemption Price will be payable upon presentation of such Definitive Securities at any such office; and (v) that such redemption may be cancelled upon the occurrence of certain conditions, as provided in…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01365468.pdf

EFTA01376186Dataset 10

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…the foregoing paragraph, (x) except with respect to ERISA Limited Securities purchased on the Closing Date by Controlling Persons, ERISA Limited Securities held by Benefit Plan Investors or Controlling Persons and (y) Subordinated Notes held by Accredited Investors may only be held in the form of Definitive Securities. (h) This Section 2.2(h) shall apply only to Global Securities deposited with or on behalf of the Depository. The Applicable Issuer shall execute and the Trustee shall, in accordance with…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01376186.pdf

EFTA01376314Dataset 10

1p763w

…transfer of the Securities. Each purchaser (including transferees and each beneficial owner of an account on whose behalf Securities are being purchased) of Securities is referred to as a "Purchaser." Each Purchaser that holds Definitive Securities and each Purchaser of ERISA Limited Securities on the Closing Date will be required to make (or will be deemed to make) certain representations and agreements substantially as follows: (1) The Purchaser (i) either (A) is not a U.S. person and is acquiring…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01376314.pdf

EFTA01376320Dataset 10

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…which will be DTC or its nominee, in the case of Global Securities, and the holder appearing in the Indenture Register, or the Share Register, as applicable in the case of Definitive Securities) as the absolute owner thereof for all purposes, notwithstanding any notice to the contrary, and all payments to or on the order of the registered holder will be valid and effective to discharge the liability of the Issuer, the Co-Issuer. the Trustee and the Indenture Registrar…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01376320.pdf

EFTA01365527Dataset 10

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…be issued either in the form of Definitive Securities or Rule 144A Global Securities; provided, that Subordinated Securities (the Limited Securities") sold within the United States to Benefit Plan Investors or Controlling Persons (unless purchased by a Controlling Person on the Closing Date) and Subordinated Securities sold to Accredited Investors must be held in the form ofDefinitive Securities. Securities sold in reliance on Regulation S will initially be issued in the form of Definitive Securities or Temporary Global Securities (or…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01365527.pdf

EFTA01365365Dataset 10

1p298w

…of Subordinated Note Exhibit B-I Form of Certificate (for Transfer to Rule 144A Global Securities) Exhibit B-2 Form of Certificate (for Transfer to Regulation S Global Securities) Exhibit B-3 Form of Certificate (for Transfer to Definitive Securities) Exhibit B-4 Form of Certificate (for Exchange of Definitive Securities) Exhibit C Form of Certifying Person Certificate Exhibit D Form of Account Agreement Exhibit E Form of Delaware Tax Subsidiary Organizational Documents Exhibit F Form of Cayman Islands Tax…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01365365.pdf

EFTA01376318Dataset 10

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…be deemed to have made the representations and agreements set forth in items (3) through (9). (11). (12) and (14) through (22) in the description above of the representations and agreements applicable to Definitive Securities. In addition, each such Purchaser shall by its purchase of such an interest be deemed to have made the following representations and agreements: (I) The Purchaser is (A) a Qualified Institutional Buyer that is not a broker-dealer that owns and invests on a discretionary…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01376318.pdf