violation under any applicable Similar Laws. S•37 EFTA00597146 UNDERWRITING (CONFLICTS OF INTEREST) The Bank of New York Mellon Corporation and Citigroup Global Markets Inc., Merrill Lynch, Pierce. Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, UBS Securities LLC and BNY Mellon Capital Markets, LLC, as the repre

rchase from us. the number of depositary shares set forth opposite its name below: Name Number of Depositary, Share% LP. Morgan Securities LLC Citigroup Global Markets Inc. Merrill Lynch. Pierce. Fenner & Smith Incorporated Morgan Stanley & Co. LLC UBS Securities LLC Wells Fargo Securities. LLC Total The obligatio

ertain Credit Agreement, dated as of the date hereof, by and among the Company, as borrower, Citicorp North America, Inc., as administrative agent, Citigroup Global Markets Inc., as sole lead arranger and bookrunner, and the lenders party thereto from time to time (as the same may hereafter be amended, supplemented, amended

e "Credit Agreement"), by and among the Company, as borrower, Citicorp North America, Inc., as administrative agent (in such capacity, the "Agent") Citigroup Global Markets Inc., as sole lead arranger and bookrunner (in such capacity, the "Arranger"), and the lenders party thereto from time to time (the "LgagIcia"), pursuan

ecurities Act ("Regulation 5"). For a description of certain restrictions on transfers of the Securities, see "Purchase and Transfer Restrictions." Citigroup Global Markets Inc., as Initial Purchaser of the Senior Notes and as Placement Agent for the Income Notes, expects to deliver the Securities to purchasers on or about J

al Manager Jefferies Capital Management. Inc. Trustee and Collateral Administrator Wells Fargo Bank, National Association Initial Purchaser and Citigroup Global Markets Inc. Placement Agent The Senior Notes The Co-Issuers will co-issue the following Senior Notes: U.S. $343,000,000 Class A-I Floating Rate Senior Notes

connection with a purchase of the Notes. Limited Liquidity. There is currently no active trading market for any of the Notes being offered hereby. Citigroup Global Markets Inc. and its Affiliates will not be obligated to and do not intend to make a market in the Notes or otherwise to buy and sell the Notes following the Clo

PLAN OF DISTRIBUTION The Senior Notes are being offered by Citigroup Global Markets Inc. (in such capacity. the "Initial Purchaser") pursuant to a purchase agreement with the Co-Issuers (the "Purchase Agreement"). The Income Notes are b

CERTAIN LEGAL MATTERS The validity of the Notes and certain other legal matters will be passed upon for the Co-Issuers and Citigroup Global Markets Inc., as Initial Purchaser and as Placement Agent, by Cleary Gottlieb Steen & Hamilton LLP. Certain legal matters relating to Cayman Islands law will be

by Morgan Stanley Smith Barney. Recently, the Global Wealth Management Group of Morgan Stanley & Co. Incorporated and the Smith Barney division of Citigroup Global Markets Inc. combined into Morgan Stanley Smith Barney LLC, a new investment advisor and broker/dealer registered with the Securities and Exchange Commission.

Important Notice to Potential Investors This information is issued by ABR Re. Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and Morgan Stanley Smith Barney LLC will act as placement agents (the "Placement Agents") i

92 EFTA01823259 Smith Barney. Recently, the Global Wealth Management Group of Morgan Stanley & Co. Incorporated and the Smith Barney division of Citigroup Global Markets Inc. combined into Morgan Stanley Smith Barney LLC, a new investment advisor and broker/dealer registered with the Securities and Exchange Commission. Th

r with representatives from Bain & Company Inc., engaged by Intel to conduct market research on the environment in which Mobileye operates ("Bath"). Citigroup Global Markets Inc., a financial advisor to Intel (tie), and Rothschild inc., a financial advisor to Intel ("Rothschild"), initiated a comprehensive evaluation of Mobi

al Manager Jefferies Capital Management. Inc. Trustee and Collateral Administrator Wells Fargo Bank, National Association Initial Purchaser and Citigroup Global Markets Inc. Placement Agent The Senior Notes The Co-Issuers will co-issue the following Senior Notes: U.S. $343,000,000 Class A-I Floating Rate Senior Notes

connection with a purchase of the Notes. Limited Liquidity. There is currently no active trading market for any of the Notes being offered hereby. Citigroup Global Markets Inc. and its Affiliates will not be obligated to and do not intend to make a market in the Notes or otherwise to buy and sell the Notes following the Clo

CERTAIN LEGAL MATTERS The validity of the Notes and certain other legal matters will be passed upon for the Co-Issuers and Citigroup Global Markets Inc., as Initial Purchaser and as Placement Agent, by Cleary Gottlieb Steen & Hamilton LLP. Certain legal matters relating to Cayman Islands law will be

Obligations": The Collateral Obligations included in the Collateral as of the Closing Date. "Initial Purchaser": With respect to the Senior Notes. Citigroup Global Markets Inc. The term "initial purchaser" (lower case) refers to the initial purchasers of the Notes from the Initial Purchaser or through the Placement Agent,

defined in "Purchase and Transfer Restrictions—Section 3(c)(7) of the Investment Company Act " "Placement Agent": With respect to the Income Notes, Citigroup Global Markets Inc. "Plan Asset Regulation": The regulation, 29 CFR Section 2510.3-101. promulgated by the U.S. Department of Labor, as modified by Section 3(42) of E

teral Obligations": The Collateral Obligations included in the Collateral as of the Closing Date, as indicated on Schedule 1. "Initial Purchaser': Citigroup Global Markets Inc. "Initial Rating": With respect to any Class of Senior Notes, the rating or ratings, if any, indicated in Section 2.3. "Instrument": The meaning sp

by and between the Issuer and the Placement Agent relating to the placement of the Income Notes, as amended from time to time. "Placement Agent": Citigroup Global Markets Inc. "Plan": Any (a) "employee benefit plan" (as defined in Section 3(3) of ERISA) subject to the provisions of Title I of ERISA, (b) "plan" (as defined