EFTA01365299

"Certificated Note": Each of the Income Notes issued to qualifying U.S. Persons in the form of definitive, physical certificates in fully registered form. "Class": When referring to the Notes or Securities, Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C Notes, Class D Notes and/or the Income Notes. as appropriate. "Class A Notes": The Class A-I Notes and Class A-2 Notes, collectively. "Class A-I Interest Amount": With respect to a Payment Date. (a) the product of (i) the Aggregate Principal Amount of the Class A-1 Notes as of the beginning of the relevant Periodic Interest Accrual Period pig the amount of any unpaid Class A-1 Interest Amount from the prior Payment Date. (ii) the Class A-I Interest Rate for such period. (iii) the actual number of days in such period and (iv) 1/360 &s (b) the amount of any unpaid Class A-1 Interest Amount from the prior Payment Date. "Class A-I Interest Rate": The annual interest rate accruing on the Class A-i Notes equal to LIBOR &ts 0.25%. "Class A-I Notes": U.S. $343.000.000 Class A-1 Floating Rate Senior Notes Due 2020. "Class A-2 Interest Amount": With respect to a Payment Date. (a) the product of (i) the Aggregate Principal Amount of the Class A-2 Notes as of the beginning of the relevant Periodic Interest Accrual Period &is the amount of any unpaid Class A-2 Interest Amount from the prior Payment Date. (ii) the Class A-2 Interest Rate for such period. (iii) the actual number of days in such period and (iv) 1/360 plas (b) the amount of any unpaid Class A-2 Interest Amount from the prior Payment Date. "Class A-2 Interest Rate": The annual interest rate accruing on the Class A-2 Notes equal to LIBOR this 0.38%. "Class A-2 Notes": U.S. $21,500,000 Class A-2 Floating Rate Senior Notes Due 2020. "Class B Interest Amount": With respect to a Payment Date, the product of (i) the Aggregate Principal Amount of the Class B Notes as of the beginning of the relevant Periodic Interest Accrual Period the aggregate Deferred Interest with respect to the Class B Notes after the preceding Payment Date. (ii) the Class B Interest Rate for such period, (iii) the actual number of days in such period and (iv) 1/360. "Class B Interest Rate": The annual interest rate accruing on the Class B Notes equal to LIBOR Rim 0.69%. "Class B Notes": U.S. 527.000.000 Class B Floating Rate Deferrable Senior Subordinate Notes Due 2020. "Class C Interest Amount": With respect to a Payment Date, the product of (i) the Aggregate Principal Amount of the Class C Notes as of the beginning of the relevant Periodic Interest Accrual Period QUI the aggregate Deferred Interest with respect to the Class C Notes after the preceding Payment Date. (ii) the Class C Interest Rate for such period, (iii) the actual number of days in such period and (iv) 1/360. "Class C Interest Rate": The annual interest rate accruing on the Class C Notes equal to LIBOR plus 1.45%. "Class C Notes": U.S. $20,O00,000 Class C Floating Rate Deferrable Senior Subordinate Notes Due 2020. "Class D Interest Amount": With respect to a Payment Date, the product of (i) the Aggregate Principal Amount of the Class D Notes as of the beginning of the relevant Periodic Interest Accrual Period gIns the aggregate Deferred Interest with respect to the Class D Notes after the preceding Payment Date, (ii) the Class D Interest Rate for such period, (iii) the actual number of days in such period and (iv) 1/360. "Class D Interest Rate": The annual interest rate accruing on the Class D Notes equal to LIBOR &is 3.75%. 89 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0055993 CONFIDENTIAL SDNY GM_00202177 EFTA01365299