ning on page 6. The Securities do not represent an interest in or obligations of, and are not insured or guaranteed by, the Collateral Manager, the Initial Purchaser, the Placement Agent. the Trustee, the Collateral Administrator, the Share Trustee. the Administrator or any of their respective Affiliates or any A

se if Securities are acquired by a Plan with respect to which the Issuer. Investment Manager, Trustee. Collateral Administrator. Placement Agent, or Initial Purchaser, or any of their respective Affiliates, is a party in interest or a disqualified person. Certain exemptions from the prohibited transaction provisio

EGAL 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 passed on for the Issu

"Initial Hedge Agreement": Any Hedge Agreement entered into on or prior to the Closing Date. "Initial Purchaser": Credit Suisse, in its capacity as Initial Purchaser under the Purchase Agreement. "Instrument": The meaning specified in Article 9 of the UCC. "Interest Collection Account": The account established

h may be by facsimile or electronic mail, and the Trustee on behalf of the Co-Issuers shall promptly notify any Hedge Counterparty, the Holders, the Initial Purchaser, each Paying Agent, the Depositary and each Rating Agency in writing. Section 5.2. Acceleration of Maturity; Rescission and Annulment. (a) If an

n pursuant to Section 5.2, the Trustee shall give notice to the Investment Manager, the Co-Issuers, any Hedge Counterparty, each Rating Agency, the Initial Purchaser, each Paying Agent, the Depository and each Holder of such Event of Default. Section 6.3. Certain Rights of Trustee. Except as otherwise provided

nominal capital and will not pledge any assets to secure the Notes. The membership interests of the Co-Issuer will be wholly-owned by the Issuer. Initial Purchaser Credit Suisse Securities (USA) LLC, in its capacity as Initial Purchaser. Trustee and Fiscal Agent The Bank of New York Mellon Trust Company. Nati

The Initial Purchaser lakes no responsibility for, and has no obligations in respect of, the Issuer and will have no obligation to monitor the performance of the Collater

Administrator, any Hedge Counterparty, the Initial Purchaser and each Rating Agency, a report from the firm of Independent certified public accountants appointed pursuant to paragraph (a) specifying the proce

ecurities listed on the Irish Stock Exchange) Maples and Calder 75 St. Stephen's Green Dublin 2, Ireland LEGAL ADVISORS To the Co4ssuers and the Initial Purchaser As to United States Law Cleary Gottlieb Steen & Hamilton LLP 2000 Pennsylvania Avenue, N.W. Washington, D.C. 20006.1801 To the Issuer As to Cay

thermore, it, and any of its fiduciaries causing it to acquire the Class D Notes, agree to indemnify and hold harmless the Issuer, the Trustee, the Initial Purchaser, the Placement Agent, the Collateral Manager and their respective affiliates from any losses, liabilities, expenses, damages, claims, proceedings a

se if Securities are acquired by a Plan with respect to which the Issuer. Investment Manager, Trustee. Collateral Administrator. Placement Agent, or Initial Purchaser, or any of their respective Affiliates, is a party in interest or a disqualified person. Certain exemptions from the prohibited transaction provisio

EGAL 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 passed on for the Issu

"Initial Hedge Agreement": Any Hedge Agreement entered into on or prior to the Closing Date. "Initial Purchaser": Credit Suisse, in its capacity as Initial Purchaser under the Purchase Agreement. "Instrument": The meaning specified in Article 9 of the UCC. "Interest Collection Account": The account established

hen, as and if delivered to and accepted by Credit Suisse Securities (USA) LLC (the 'Initial Purchaser" or 'Credit Suisse"). It is expected that the Initial Purchaser will resell the Securities in individually negotiated transactions at varying prices determined at the time of sale. The delivery of interests In Gl

nominal capital and will not pledge any assets to secure the Notes. The membership interests of the Co-Issuer will be wholly-owned by the Issuer. Initial Purchaser Credit Suisse Securities (USA) LLC, in its capacity as Initial Purchaser. Trustee and Fiscal Agent The Bank of New York Mellon Trust Company. Nati

4777R 304 63852325 KYG4777R3046 LEGAL MATTERS Certain legal matters with respect to the Securities will be patted upon for the Co-Issuers and the Initial Purchaser by Cleary Gottlieb Steen & Hamilton LLP, Washington. D.C. and New York, New York. Certain matters with respect to the Cayman Islands corporate law