definiens: as such term is defined in Rule 501(a ) promulgated under the Securities Act ; 8.4 Payee confirms that Maker has made available ( o r caused to be made available ) to Payee the opportunity to ask questions of the officers and ma nagement and employees of the Maker and Maker ’s Aff iliates as well as access to the documents, information and records of the Maker and Maker ’s Affiliates and to acquire additional information about the business and finan cial condition of the Maker and Maker ’s Affiliates, and Maker confirms that it has made an independent investigat ion, analysis and evaluation of the Maker and Maker ’s Affiliates and their respective properties, assets, business, financial condition, prospects, document s, information and records ; and 8.5 Payee is able to bear the economic risk of hold ing this Note until the Maturity Date ( including to tal loss of its investment ) and has sufficient knowledg e and experience in financial and business matters so as to be capable of evaluating the merits and risk of its in vestment