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12/18/2012

Sections

The Notes. Each Class of Notes (other than the Class D Notes) sold in reliance on Rule 144A
under the Securities Act will be represented by one or more Rule 144A Global Notes and will be
deposited with The Bank of New York as custodian for DTC and registered in the name of Cede & Co., a
nominee of DTC. The Rule 144A Notes which are Class D Notes will be issued in definitive, fully
registered form, registered in the name of the owner thereof ("Definitive Notes"). The Rule 144A Global
Notes and the Definitive Notes (and any Notes issued in exchange therefor) will be subject to certain
restrictions on transfer as set forth under "Notice to Investors."

Each Class of Notes sold in offshore transactions in reliance on Regulation S will initially be
represented by a Temporary Regulation S Global Note deposited on the Closing Date with The Bank of
New York as custodian for DTC and registered in the name of Cede & Co., a nominee of DTC, for the
respective accounts of Euroclear and Clearstream. Beneficial interests in a Temporary Regulation S
Global Note may be held only through Euroclear or Clearstream. Beneficial interests in a Temporary
Regulation S Global Note will be exchanged for beneficial interests in a permanent Regulation S Global
Note for the related Class of Notes in definitive, fully registered form upon the later of (i) the expiration of
the Distribution Compliance Period and (ii) the first date on which the requisite certifications (in the form
provided in the Indenture) are provided to the Trustee. The Regulation S Global Note will be registered in
the name of Cede & Co., a nominee of DTC, and deposited with The Bank of New York as custodian for
DTC for credit to the accounts of Euroclear and Clearstream for the respective accounts of the Holders of
such Notes. Beneficial interests in a Regulation S Global Note may be held only through Euroclear or
Clearstream.

A beneficial interest in a Regulation S Global Note, a Temporary Regulation S Global Note or a
Regulation S Income Note may be transferred, whether before or after the expiration of the Distribution
Compliance Period, to a U.S. person only, with respect to the Class S Notes, the Class A Notes, the
Class B Notes or the Class C Notes, in the form of a beneficial interest in a Rule 144A Global Note and,
with respect to a Regulation S Class D Note or a Regulation S Income Note, in the form of a Definitive
Note or an Income Note Certificate, as applicable, and only upon receipt by the Note Transfer Agent, in
the case of the Notes, or Fiscal Agent, in the case of the Income Notes, of a written certification from the
transferor (in the form provided in the Indenture, in the case of the Notes, or in the form provided in the
Fiscal Agency Agreement, in the case of the Income Notes) to the effect that the transfer is being made to
a person the transferor reasonably believes is a Qualified Institutional Buyer and a Qualified Purchaser.

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In addition, transfers of a beneficial interest in a Regulation S Global Note or Temporary Regulation S
Global Note to a person who takes delivery in the form of an interest in a Rule 144A Global Note may
occur only in denominations greater than or equal to the minimum denominations applicable to the Rule
144A Global Notes.

A beneficial interest in a Rule 144A Global Note may be transferred to a person who takes
delivery in the form of an interest in a Temporary Regulation S Global Note or a Regulation S Global
Note, as the case may be, whether during or after the expiration of the Distribution Compliance Period,
only upon receipt by the Note Registrar of a written certification from the transferor (in the form provided
in the Indenture) to the effect that such transfer is being made to a non U.S. Person in accordance with
Rule 903 or 904 of Regulation S.

Any beneficial interest in one of the Global Notes that is transferred to the person who takes
delivery in the form of an interest in another Global Note will, upon transfer, cease to be an interest in
such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be
subject to all transfer restrictions and other procedures applicable to beneficial interests in such other
Global Note for as long as it remains such interest.

Except in the limited circumstances described below, owners of beneficial interests in any Global
Note will not be entitled to receive a Definitive Note. The Notes are not issuable in bearer form.

Each Note will be issued in minimum denominations of U.S.$250,000 (in the case of Rule 144A
Notes) and U.S.$100,000 (in the case of Regulation S Notes) and integral multiples of U.S.$1 in excess
thereof.

The Income Notes will be issued in minimum denominations of U.S.$100,000 notional principal
amount of Income Notes and integral multiples of U.S.$1 in excess thereof.

Global Notes. Upon the issuance of the Global Notes, DTC or its custodian will credit, on its
internal system, the respective aggregate original principal amount of the individual beneficial interests
represented by such Global Notes to the accounts of persons who have accounts with DTC. Such
accounts initially will be designated by or on behalf of the Initial Purchaser. Ownership of beneficial
interests in Global Notes will be limited to persons who have accounts with DTC ("participants") or
persons who hold interests through participants. Ownership of beneficial interests in a Global Note will be
shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or
its nominee (with respect to interests of participants) and the records of participants (with respect to
interests of persons other than participants).

So long as DTC, or its nominee, is the registered owner or Holder of the Global Notes, DTC or
such nominee, as the case may be, will be considered the sole owner or Holder of each Class of the
Notes represented by such Global Notes for all purposes under the Indenture and such Notes. Unless
DTC notifies the Issuers that it is unwilling or unable to continue as depositary for a global note or ceases
to be a "Clearing Agency" registered under the Exchange Act, owners of the beneficial interests in the
Global Notes will not be entitled to have any portion of such Global Notes registered in their names, will
not receive or be entitled to receive physical delivery of Notes in certificated form and will not be
considered to be the owners or Holders of any Notes under the Indenture. In addition, no beneficial
owner of an interest in the Global Notes will be able to transfer that interest except in accordance with
DTC’s applicable procedures (in addition to those under the Indenture referred to herein and, if
applicable, those of Euroclear and Clearstream).

Investors may hold their interests in a Regulation S Global Note or a Temporary Regulation S
Global Note directly through Clearstream or Euroclear, if they are participants in these systems, or
indirectly through organizations which are participants in these systems. Clearstream and Euroclear will
hold interests in the Regulation S Global Notes on behalf of their participants through their respective
depositaries, which in turn will hold the interests in the Regulation S Global Notes and Temporary

84

Regulation S Global Notes in customers’ securities accounts in the depositories’ names on the books of
DTC. Investors may hold their interests in a Rule 144A Global Note directly through DTC if they are
participants in the system, or indirectly through organizations which are participants in the system.

Payments of the principal of and interest on the Global Notes will be made to DTC or its nominee,
as the registered owner thereof. Neither the Issuers, the Trustee, the Note Registrar, the Income Note
Registrar nor any paying agent will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests in the Global Notes or for any notice
permitted or required to be given to Holders of Notes or any consent given or actions taken by DTC as
Holder of Notes. The Issuers expect that DTC or its nominee, upon receipt of any payment of principal or
interest in respect of a Global Note representing any Notes held by it or its nominee, will immediately
credit participants’ accounts with payments in amounts proportionate to their respective interests in the
principal amount of such Global Notes as shown on the records of DTC or its nominee. The Issuers also
expect that payments by participants to owners of interests in such Global Notes held through such
participants will be governed by standing instructions and customary practices, as is now the case with
securities held for the accounts of customers registered in the names of nominees for such customers.
Such payments will be the responsibility of such participants.

Transfers between participants will be effected in the ordinary way in accordance with DTC rules
and will be settled in same-day funds. The laws of some jurisdictions require that certain persons take
physical delivery of securities in definitive form. Consequently, the ability to transfer beneficial interests in
Global Notes to these persons may be limited. Because DTC can only act on behalf of participants, who
in turn act on behalf of indirect participants and certain banks, the ability of a person having a beneficial
interest in Global Notes to pledge its interest to persons or entities that do not participate in the DTC
system, or otherwise take actions in respect of its interest, may be affected by the lack of a physical
certificate of the interest. Transfers between account holders in Euroclear and Clearstream will be
effected in the ordinary way in accordance with their respective rules and operating procedures.

Subject to compliance with the transfer restrictions applicable to the Notes described above,
cross-market transfers between DTC participants, on the one hand, and, directly or indirectly through
Euroclear or Clearstream account holders, on the other, will be effected in DTC in accordance with DTC
rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however,
these cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the
case may be, by the counterparty in the system in accordance with its rules and procedures and within its
established deadlines (Brussels time). Euroclear or Clearstream, as the case may be, will, if the
transaction meets its settlement requirements, deliver instructions to its respective depositary to take
action to effect final settlement on its behalf by delivering or receiving interests in a Temporary Regulation
S Global Note or a Regulation S Global Note in DTC, and making or receiving payment in accordance
with normal procedures for a same-day funds settlement applicable to DTC. Clearstream and Euroclear
account holders may not deliver instructions directly to the depositaries for Clearstream or Euroclear.

Because of time zone differences, the securities account of a Euroclear or Clearstream
participant purchasing an interest in a Global Note from a DTC participant will be credited during the
securities settlement processing day (which must be a Business Day for Euroclear or Clearstream, as the
case may be) immediately following the DTC settlement date and the credit of any transactions in
interests in a Global Note settled during the processing day will be reported to the relevant Euroclear or
Clearstream participant on that day. Cash received in Euroclear or Clearstream as a result of sales of
interests in a Global Note by or through a Euroclear or Clearstream participant to a DTC participant will be
received with value on the DTC settlement date but will be available in the relevant Euroclear or
Clearstream cash account only as of the Business Day following settlement in DTC.

DTC has advised the Issuers that it will take any action permitted to be taken by a Holder of the
Notes (including the presentation of the applicable Notes for exchange as described below) only at the
direction of one or more participants to whose account with DTC interests in a Global Note are credited
and only in respect of that portion of the aggregate principal amount of the Notes as to which the
participant or participants has or have given direction.

85

The giving of notices and other communications by DTC to participants, by participants to
persons who hold accounts with them and by such persons to Holders of beneficial interests in a Global
Note will be governed by arrangements between them, subject to any statutory or regulatory requirements
as may exist from time to time.

DTC has advised the Issuers as follows: DTC is a limited purpose trust company organized
under the laws of the State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the Uniform Commercial Code and a "Clearing Agency" registered
pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its
participants and facilitate the clearance and settlement of securities transactions between participants
through electronic book-entry changes in accounts of its participants, thereby eliminating the need for
physical movement of certificates. Participants include securities brokers and dealers, banks, trust
companies and clearing corporations and may include certain other organizations. Indirect access to the
DTC system is available to others such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a participant, either directly or indirectly ("indirect participants").

Clearstream. Clearstream Banking, société anonyme, was incorporated as a limited liability
company under Luxembourg law. Clearstream is owned by Cedel International, société anonyme, and
Deutsche Börse AG. The shareholders of these two entities are banks, securities dealers and financial
institutions.

Clearstream holds securities for its customers and facilitates the clearance and settlement of
securities transactions between Clearstream customers through electronic book-entry changes in
accounts of Clearstream customers, thus eliminating the need for physical movement of certificates.
Clearstream provides to its customers, among other things, services for safekeeping, administration,
clearance and settlement of internationally traded securities, securities lending and borrowing and
collateral management. Clearstream interfaces with domestic markets in a number of countries.
Clearstream has established an electronic bridge with Euroclear Bank S.A./N.V., the operator of the
Euroclear System, to facilitate settlement of trades between Clearstream and Euroclear.

As a registered bank in Luxembourg, Clearstream is subject to regulation by the Luxembourg
Commission for the Supervision of the Financial Sector. Clearstream customers are recognized financial
institutions around the world, including underwriters, securities brokers and dealers, banks, trust
companies and clearing corporations. In the United States, Clearstream customers are limited to
securities brokers and dealers and banks and may include the Initial Purchaser. Other institutions that
maintain a custodial relationship with a Clearstream customer may obtain indirect access to Clearstream.
Clearstream is an indirect participant in DTC.

Distributions with respect to the Notes held beneficially through Clearstream will be credited to
cash accounts of Clearstream customers in accordance with its rules and procedures, to the extent
received by Clearstream.

The Euroclear System. The Euroclear System was created in 1968 to hold securities for
participants of the Euroclear System and to clear and settle transactions between Euroclear participants
through simultaneous electronic book-entry delivery against payment, thus eliminating the need for
physical movement of certificates and risk from lack of simultaneous transfers of securities and cash.
Transactions may now be settled in many currencies, including U.S. Dollars and Japanese Yen. The
Euroclear System provides various other services, including securities lending and borrowing and
interfaces with domestic markets in several countries generally similar to the arrangements for cross-
market transfers with DTC described above.

The Euroclear System is operated by Euroclear Bank S.A./N.V. (the "Euroclear Operator"), under
contract with Euroclear Clearance System plc, a U.K. corporation (the "Euroclear Clearance System").
The Euroclear Operator conducts all operations, and all Euroclear securities clearance accounts and
Euroclear cash accounts are accounts with the Euroclear Operator, not the Euroclear Clearance System.
The Euroclear Clearance System establishes policy for the Euroclear System on behalf of Euroclear

86

participating organizations. Euroclear participants include banks (including central banks), securities
brokers and dealers and other professional financial intermediaries and may include the Initial Purchaser.
Indirect access to the Euroclear System is also available to other firms that clear through or maintain a
custodial relationship with a Euroclear participant, either directly or indirectly. Euroclear is an indirect
participant in DTC.

The Euroclear Operator is a Belgian bank. The Belgian Banking Commission regulates and

examines the Euroclear Operator.

The Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of
the Euroclear System and applicable Belgian law govern securities clearance accounts and cash
accounts with the Euroclear Operator. Specifically, these terms and conditions govern:

(a)

transfers of securities and cash within the Euroclear System;

(b)

withdrawal of securities and cash from the Euroclear System; and

(c)

receipts of payments with respect to securities in the Euroclear System.

All securities in the Euroclear System are held on a fungible basis without attribution of specific
certificates to specific securities clearance accounts. The Euroclear Operator acts under the terms and
conditions only on behalf of Euroclear participants and has no record of or relationship with persons
holding securities through Euroclear participants.

Distributions with respect to Notes held beneficially through Euroclear will be credited to the cash
accounts of Euroclear participating organizations in accordance with the Euroclear Terms and Conditions,
to the extent received by the Euroclear Operator and by Euroclear.

Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to
facilitate transfers of interests in the Regulation S Global Notes and in the Rule 144A Global Notes among
participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to
perform these procedures, and the procedures may be discontinued at any time. Neither the Issuers nor
the Trustee will have any responsibility for the performance by DTC, Clearstream, Euroclear or their
respective participants or indirect participants of their respective obligations under the rules and
procedures governing their operations.

Payments; Certifications by Holders of Temporary Regulation S Global Notes. A Holder of a
beneficial interest in a Temporary Regulation S Global Note must provide Clearstream or Euroclear, as
the case may be, with a certificate in the form required by the Indenture certifying that the beneficial
owner of the interest in such Global Note is not a U.S. Person (as defined in Regulation S), and
Clearstream or Euroclear, as the case may be, must provide to the Trustee a certificate in the form
required by the Indenture prior to (i) the payment of interest or principal with respect to such Holder’s
beneficial interest in the Temporary Regulation S Global Note and (ii) any exchange of such beneficial
interest for a beneficial interest in a Regulation S Global Note.

Individual Definitive Notes. The Class S Notes, the Class A Notes, the Class B Notes and the
Class C Notes will be initially issued in global form. The Class D Notes (other than Regulation S Class D
Notes) will be represented by one or more Definitive Notes and will be subject to certain transfer
restrictions as set forth under "Notice to Investors". If DTC or any successor to DTC advises the Issuer in
writing that it is at any time unwilling or unable to continue as a depositary for the reasons described in
"—Global Notes" and a successor depositary is not appointed by the Issuers within ninety (90) days or as
a result of any amendment to or change in, the laws or regulations of the Cayman Islands or the State of
Delaware, as applicable, or of any authority therein or thereof having power to tax or in the interpretation
or administration of such laws or regulations which become effective on or after the Closing Date, the
Issuers or the Note Paying Agent is or will be required to make any deduction or withholding from any
payment in respect of the Notes which would not be required if the Notes were in definitive form and the

87

Issuers will issue Definitive Notes in registered form in exchange for the Regulation S Global Notes and
the Rule 144A Global Notes, as the case may be. Upon receipt of such notice from DTC, the Issuers will
use their best efforts to make arrangements with DTC for the exchange of interests in the Global Notes
for individual Definitive Notes and cause the requested individual Definitive Notes to be executed and
delivered to the Note Registrar in sufficient quantities and authenticated by or on behalf of the Note
Transfer Agent for delivery to Holders of the Notes. Persons exchanging interests in a Global Note for
individual Definitive Notes will be required to provide to the Note Transfer Agent, through DTC,
Clearstream or Euroclear, (i) written instructions and other information required by the Issuers and the
Note Transfer Agent to complete, execute and deliver such individual Definitive Notes, (ii) in the case of
an exchange of an interest in a Rule 144A Global Note, such certification as to Qualified Institutional
Buyer status and that such Holder is a Qualified Purchaser, as the Issuers shall require and (iii) in the
case of an exchange of an interest in a Regulation S Global Note, such certification as the Issuers shall
require as to non-U.S. Person status. In all cases, individual Definitive Notes delivered in exchange for
any Global Note or beneficial interests therein will be registered in the names, and issued in
denominations in compliance with the minimum denominations specified for the applicable Global Notes,
requested by DTC.

Individual Definitive Notes will bear, and be subject to, such legend as the Issuers require in order
to assure compliance with any applicable law. Individual Definitive Notes will be transferable subject to
the minimum denomination applicable to the Rule 144A Global Notes and Regulation S Global Notes, in
whole or in part, and exchangeable for individual Definitive Notes of the same Class at the office of the
Note Paying Agent, Note Transfer Agent or the office of any transfer agent, upon compliance with the
requirements set forth in the Indenture. Individual Definitive Notes may be transferred through any
transfer agent upon the delivery and duly completed assignment of such Notes. Upon transfer of any
individual Definitive Note in part, the Note Transfer Agent will issue in exchange therefor to the transferee
one or more individual Definitive Notes in the amount being so transferred and will issue to the transferor
one or more individual Definitive Notes in the remaining amount not being transferred. No service charge
will be imposed for any registration of transfer or exchange, but payment of a sum sufficient to cover any
tax or other governmental charge may be required. The Holder of a restricted individual Definitive Note
may transfer such Note, subject to compliance with the provisions of the legend thereon. Upon the
transfer, exchange or replacement of Notes bearing the legend, or upon specific request for removal of
the legend on a Note, the Issuer will deliver only Notes that bear such legend, or will refuse to remove
such legend, as the case may be, unless there is delivered to the Issuer such satisfactory evidence,
which may include an opinion of counsel, as may reasonably be required by the Issuer that neither the
legend nor the restrictions on transfer set forth therein are required to ensure compliance with the
provisions of the Securities Act and the Investment Company Act. Payments of principal and interest on
individual Definitive Notes shall be payable by the Note Paying Agents by U.S. Dollar check drawn on a
bank in the United States of America and sent by mail to the registered Holder thereof, by wire transfer in
immediately available funds. In addition, for so long as any Notes are listed on any stock exchange and
the rules of such exchange shall so require, in the case of a transfer or exchange of individual Definitive
Notes, a Holder thereof may effect such transfer or exchange by presenting such Notes at, and obtaining
a new individual Definitive Note from the office of the Listing and Paying Agent, in the case of a transfer of
only a part of an individual Definitive Note, a new individual Definitive Note in respect of the balance of the
principal amount of the individual Definitive Note not transferred will be delivered at the office of
applicable stock exchange, and in the case of a replacement of any lost, stolen, mutilated or destroyed
individual Definitive Notes, a Holder thereof may obtain a new individual Definitive Note from the Listing
and Paying Agent.

The Class D Notes (other than Regulation S Class D Notes). The Class D Notes (other than
Regulation S Class D Notes) will be represented by one or more notes in definitive form and will be
subject to certain restrictions on transfer as set forth under "Notice to Investors."

The Class D Notes (other than Regulation S Class D Notes) may be transferred only upon receipt
by the Issuer and the Note Transfer Agent of a Class D Notes Purchase and Transfer Letter to the effect
that the transfer is being made (i) to a Qualified Institutional Buyer that has acquired an interest in the
Class D Notes in a transaction meeting the requirements of Rule 144A who is also a Qualified Purchaser

88

or (ii) to a non-U.S. Person in an offshore transaction complying with Rule 903 or Rule 904 of Regulation
S. The transferee must also make certain other representations applicable to such transferee, as set
forth in the Class D Notes Purchase and Transfer Letter.

Payments on the Class D Notes (other than Regulation S Class D Notes) on any Payment Date
will be made to the person in whose name the relevant Note is registered as of the close of business 10
Business Days prior to such Payment Date.

The Income Notes (other than the Regulation S Income Notes). The Income Notes (other than
the Regulation S Income Notes) will be represented by one or more Income Note Certificates in definitive
form and the Income Notes will be subject to certain restrictions on transfer as set forth under "Notice to
Investors."

Income Notes (other than Regulation S Income Notes) may be transferred only upon receipt by
the Issuer and the Fiscal Agent of an Income Notes Purchase and Transfer Letter to the effect that the
transfer is being made (i)(a) to a Qualified Institutional Buyer that has acquired an interest in the Income
Notes in a transaction meeting the requirements of Rule 144A, or (b) to an Accredited Investor having a
net worth of not less than U.S.$10 million in a transaction exempt from registration under the Securities
Act, who is a Qualified Purchaser, or (ii) to a non-U.S. Person in an offshore transaction complying with
Rule 903 or Rule 904 of Regulation S. The transferee must also make certain other representations
applicable to such transferee, as set forth in the Income Notes Purchase and Transfer Letter.

The Income Notes will be issued in minimum denominations of U.S.$100,000 notional principal
amount of Income Notes and integral multiples of U.S.$1 in excess thereof. Payments on the Income
Notes (other than Regulation S Income Notes) on any Payment Date will be made to the person in whose
name the relevant Income Note is registered in the income note register as of the close of business on
the first calendar day of the month in which such Payment Date occurs (or if such day is not a Business
Day, the next succeeding Business Day).

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