EFTA01376430.pdf

(b) The Calculation Agent shall be required to agree that, as soon as reasonably possible after 11:00 a.m. London time on each LIBOR Determination Date, but in no event later than 11:00 a.m. London time on the London Business Day immediately following each LIBOR Determination Date, the Calculation Agent will cause the Note Interest Rate for each Class of Senior Notes for the related Periodic Interest Accrual Period and the Note Interest Amount for such Periodic Interest Accrual Period payable in respect of each such Class of Senior Notes (in each case, rounded to the nearest cent, with half a cent being rounded upward) on the related Payment Date to be communicated to the Co-Issuers, the Trustee, each Paying Agent, the Collateral Manager, Euroclear and Clearstream, the Holders of Notes and, so long as any Class of the Senior Notes are listed thereon, the Irish Stock Exchange. In the latter case, such information will be published by the Calculation Agent in the Daily Official List of the Irish Stock Exchange as soon as possible after its determination. The Calculation Agent shall be required to separately notify the Irish Stock Exchange of such information. The Calculation Agent will also specify to the Co-Issuers the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Co-Issuers before 5:00 p.m. London time on every LIBOR Determination Date that either: (i) it has determined or is in the process of determining the Note Interest Rate and Note Interest Amount for each Class of Senior Notes; or (ii) it has not determined and is not in the process of determining any such Note Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent's determination of the foregoing rates and amounts for any Periodic Interest Accrual Period will (in the absence of manifest error) be final and binding upon all parties. Section 7.17 Certain Tax Matters. (a) In the absence of controlling authority to the contrary, the Issuer shall treat the Senior Notes as debt of the Issuer and the Income Notes as equity in the Issuer for U.S. federal income tax purposes. (b) The Issuer shall provide to any Holder of an Income Note, as soon as practicable after the end of each tax year of the Issuer, upon written request therefor certifying that it is such a Holder, (i) all information that a U.S. shareholder making a "qualified electing fund" election (as defined in the Code) is required to obtain for U.S. federal income tax purposes and (ii) a "PFIC Annual Information Statement" as described in Treasury Regulation Section 1.1295-1 (or any successor Internal Revenue Service release or Treasury Regulation), including all representations and statements required by such statement, and will take any other reasonable steps necessary to facilitate such election by a Holder of an Income Note. Upon written request by the Independent Accountants, the Registrar shall provide to the Independent Accountants that information contained in the Register requested by the Independent Accountants to comply with this Section. (c) The Issuer has not and will not elect to be treated as other than a corporation for U.S. federal, state or local income or franchise tax purposes and shall make any election necessary to avoid classification as a partnership or disregarded entity for U.S. federal, state or local tax purposes. (d) The Issuer will treat each purchase of Collateral Obligations as a "purchase" for tax accounting and reporting purposes. 128 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0072563 CONFIDENTIAL SDNY_GM_00218747 EFTA01376430