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ERISA CONSIDERATIONSThe U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), imposes requirementson employee benefit plans (as defined in Section 3(3) of ERISA) subject to ERISA and on entities, such ascollective investment funds and separate accounts whose underlying assets include the assets of such plans (allof which are hereinafter referred to as ERISA Plans), and on persons who are fiduciaries (as defined in Section3(21) of ERISA) with respect to such ERISA Plans. The Code also imposes certain requirements on ERISAPlans and on other retirement plans and arrangements, including individual retirement accounts and Keoghplans (such ERISA Plans and other “Plans” as defined in Section 4975 of the Code are hereinafter referred toas “Plans”). Certain employee benefit plans, including governmental plans (as defined in Section 3(32) ofERISA), certain church plans (as defined in Section 3(33) of ERISA), and non-U.S. plans (as described inSection 4(b)(4) of ERISA) are not subject to the prohibited transaction rules of ERISA or the Code but may besubject to similar rules under other applicable laws or documents. Accordingly, assets of such plans may beinvested in the Notes without regard to the prohibited transaction considerations under ERISA and the Codedescribed below, subject to the provisions of other applicable federal, state or non-U.S. law (“Similar Law”).Investments by ERISA Plans are subject to ERISA’s general fiduciary requirements, including therequirement of investment prudence and diversification, requirements respecting delegation of investmentauthority and the requirement that an ERISA Plan’s investments be made in accordance with the documentsgoverning the ERISA Plan. Each ERISA Plan fiduciary, before deciding to invest in the Notes, must besatisfied that investment in the Notes is a prudent investment for the ERISA Plan, that the investments of theERISA Plan, including the investment in the Notes, are diversified so as to minimise the risk of large lossesand that an investment in the Notes complies with the ERISA Plan and related trust documents.Section 406 of ERISA and/or Section 4975 of the Code prohibits Plans from engaging in certain transactionswith persons that are “parties in interest” under ERISA or “disqualified persons” under the Code with respectto such Plans (collectively, “Parties in Interest”). The types of transactions between Plans and Parties inInterest that are prohibited include: (a) sales, exchanges or leases of property, (b) loans or other extensions ofcredit and (c) the furnishing of goods and services. Certain Parties in Interest that participate in a non-exemptprohibited transaction may be subject to an excise tax under ERISA or the Code. In addition, the personsinvolved in the prohibited transaction may have to rescind the transaction and pay an amount to the Plan forany losses realised by the Plan or profits realised by such persons and certain other liabilities could result thathave a significant adverse effect on such persons. Certain exemptions from the prohibited transactionprovisions of Section 406 of ERISA and Section 4975 of the Code may apply depending in part on the type ofPlan fiduciary making the decision to acquire a Note and the circumstances under which such decision ismade. Included among these exemptions are Section 408(b)(17) of ERISA (relating to certain transactionsbetween a plan and a non-fiduciary service provider), Prohibited Transaction Class Exemption (“PTCE”) 95-60 (relating to investments by insurance company general accounts), PTCE 91-38 (relating to investments bybank collective investment funds), PTCE 84-14 (relating to transactions effected by a “qualified professionalasset manager”), PTCE 90-1 (relating to investments by insurance company pooled separate accounts) andPTCE 96-23 (relating to transactions determined by an in-house asset manager). There can be no assurancethat any of these class exemptions or any other exemption will be available with respect to any particulartransaction involving the Notes.Under a “look-through rule” set forth in regulations issued by the U.S. Department of Labor at 29 C.F.R.Section 2510.3-101, as modified by Section 3(42) of ERISA (“Plan Assets Regulation”), if a Plan invests inan “equity interest” of an entity that is neither a “publicly-offered security” nor a security issued by aninvestment company registered under the Investment Company Act, the Plan’s assets include both the equityinterest and an undivided interest in each of the entity’s underlying assets, unless it is established that theentity is an “operating company” or that equity participation in the entity by “benefit plan investors” is not“significant”. The Plan Assets Regulation defines equity participation in an entity by “benefit plan investors”as “significant” if 25 per cent. or more of the value of any class of equity interest in the entity is held by340