EFTA01365219

TABLE OF CONTENTS (continued) Page Transferees of Interests in Senior Notes in the Form of Regulation S Global Notes 64 Income Notes 65 Transferees of Certificated Income Notes 67 Transferees of Interests in Income Notes in the Form of Regulation S Global Notes 70 Section 3(e)(7) of the Investment Company Act 71 PLAN OF DISTRIBUTION 72 RATINGS OF THE NOTES 73 CERTAIN ERISA CONSIDERATIONS 74 CERTAIN INCOME TAX CONSIDERATIONS 77 IRS Circular 230 Notice 77 General 77 Certain U.S. Federal Income Tax Considerations 77 Tax Treatment of the Issuer 77 Tax Treatment of U.S. Holders of the Senior Notes 78 Tax Treatment of U.S. Holders of Income Notes 79 Tax Treatment of Tax-Exempt U.S. Holders 81 Tax Treatment of Non-U.S. Holders 82 Information Reporting and Backup Withholding 82 Transfer Reporting Requirements 82 Cayman Islands Tax Considerations 82 LISTING AND GENERAL INFORMATION 84 CERTAIN LEGAL MATTERS 86 GLOSSARY OF CERTAIN DEFINED TERMS 87 INDEX OF DEFINED TERMS I-1 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0055895 CONFIDENTIAL SDNY GM_00202079 EFTA01365219