Common use of Regulation S Global Notes, Rule 144A Global Notes; Certificated Notes Clause in Contracts

Regulation S Global Notes, Rule 144A Global Notes; Certificated Notes. (i) The Class A Notes sold to Persons who are not U.S. persons in offshore transactions in reliance on Regulation S shall be issued initially in the form of one permanent global note, in definitive, fully registered form without interest coupons, substantially in the applicable form attached as Exhibit A1 hereto (the Regulation S Global Note), and shall be deposited on behalf of the subscribers for such Class A Notes represented thereby with the Bank as custodian for, and registered in the name of a nominee of, DTC for the respective accounts of Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (ii) The Class A Notes sold to Persons that are initial purchasers that are also both (A) a Qualified Purchaser or an entity owned (or in the case of Qualified Purchasers, beneficially owned) by one or more Qualified Purchasers and (B)(I) a Qualified Institutional Buyer or (II) an Accredited Investor who is purchasing such Class A Notes in a non-public transaction shall be issued initially in the form of one permanent global note, in definitive, fully registered form without interest coupons, substantially in the form attached as Exhibit A1 hereto (the Rule 144A Global Note) and shall be deposited on behalf of the subscribers for such Class A Notes represented thereby with the Bank as custodian for, and registered in the name of a nominee of, DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (iii) The aggregate principal amount of the Regulation S Global Note and the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee or DTC or its nominee, as the case may be, as hereinafter provided. (iv) The Class A-R Notes offered and sold in offshore transactions in reliance on Regulation S to persons who are not U.S. Persons (each a Regulation S Class A-R Note) shall be issued in the form of one or more certificated securities in definitive, fully Registered Form, without interest coupons and with the applicable legends set forth in Exhibit A3 hereto, as applicable, which shall be registered in the name of the Holder or a nominee thereof and duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Class A-R Notes offered and sold in the United States pursuant to an exemption from the registration requirements of the Securities Act (each, a Restricted Class A-R Note) shall be issued in the form of one or more certificated securities in definitive, fully registered form, without interest coupons and with the applicable legends set forth in Exhibit A3 hereto, which shall be registered in the name of the Holder or a nominee thereof and duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.

Regulation S Global Notes, Rule 144A Global Notes; Certificated Notes. (i) The Class A Notes sold to Persons who are not U.S. persons in offshore transactions in reliance on Regulation S shall be issued initially in the form of one permanent global note, in definitive, fully registered form without interest coupons, substantially in the applicable form attached as Exhibit A1 hereto (the Regulation S Global Note), and shall be deposited on behalf of the subscribers for such Class A Notes represented thereby with the Bank as custodian for, and registered in the name of a nominee of, DTC for the respective accounts of Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (ii) The Class A Notes sold to Persons that are initial purchasers that are also both (A) a Qualified Purchaser or an entity owned (or in the case of Qualified Purchasers, beneficially owned) by one or more Qualified Purchasers and (B)(I) a Qualified Institutional Buyer or (II) an Accredited Investor who is purchasing such Class A Notes in a non-public transaction shall be issued initially in the form of one permanent global note, in definitive, fully registered form without interest coupons, substantially in the form attached as Exhibit A1 A2 hereto (the Rule 144A Global Note) and shall be deposited on behalf of the subscribers for such Class A Notes represented thereby with the Bank as custodian for, and registered in the name of a nominee of, DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (iii) The aggregate principal amount of the Regulation S Global Note and the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee or DTC or its nominee, as the case may be, as hereinafter provided. (iv) The Class A-R Notes offered and sold in offshore transactions in reliance on Regulation S to persons who are not U.S. Persons (each a Regulation S Class A-R Note) shall be issued in the form of one or more certificated securities in definitive, fully Registered Form, without interest coupons and with the applicable legends set forth in Exhibit A3 hereto, as applicable, which shall be registered in the name of the Holder or a nominee thereof and duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Class A-R Notes offered and sold in the United States pursuant to an exemption from the registration requirements of the Securities Act (each, a Restricted Class A-R Note) shall be issued in the form of one or more certificated securities in definitive, fully registered form, without interest coupons and with the applicable legends set forth in Exhibit A3 hereto, which shall be registered in the name of the Holder or a nominee thereof and duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.

Regulation S Global Notes, Rule 144A Global Notes; Certificated Notes. (ia) The Class A Notes sold to Persons Purchasers who are not U.S. persons in offshore transactions in reliance on Regulation S Persons shall be issued initially in the form of one separate permanent global note, in definitive, fully fully-registered form without interest coupons, substantially in the applicable form attached as Exhibit A1 Schedule 1A hereto (the a "Regulation S Global Note"), and shall be deposited on behalf of the subscribers for such Class A Purchasers of Regulation S Global Notes represented thereby with the Bank Paying Agent as custodian for, and registered in the name of a nominee of, DTC for the respective accounts of Euroclear and Clearstream, Clearstream and duly executed by the Issuer and authenticated by the Trustee as hereinafter providedIssuer. (iib) The Class A Notes sold to Persons Purchasers that are initial purchasers that are also both (A) a Qualified Purchaser or an entity owned (or in the case of Qualified Purchasers, beneficially owned) by one or more Qualified Purchasers and (B)(I) a Qualified Institutional Buyer or (II) an Accredited Investor who is purchasing such Class A Notes in a non-public transaction U.S. Persons shall be issued initially in the form of one separate permanent global note, in definitive, fully fully-registered form without interest coupons, substantially in the form attached as Exhibit A1 Schedule 1A hereto (the a "Rule 144A Global Note") and shall be deposited on behalf of the subscribers for Purchasers of such Class A of Rule 144A Global Notes represented thereby with the Bank Paying Agent as custodian for, and registered in the name of a nominee of, DTC, DTC and duly executed by the Issuer and authenticated by the Trustee as hereinafter providedIssuer. (iiic) The aggregate principal amount of the Regulation S Global Note and the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee or DTC or its nominee, as the case may be, as hereinafter provided. (ivd) The Class A-R Issuer in issuing the Notes offered and sold shall use "CUSIP," "ISIN" or "private placement" numbers (if then generally in offshore transactions in reliance on Regulation S to persons who are not U.S. Persons (each a Regulation S Class A-R Note) shall be issued in use), and, if so, the form of one Issuer will indicate the "CUSIP," "ISIN" or more certificated securities in definitive, fully Registered Form, without interest coupons and with the applicable legends set forth in Exhibit A3 hereto, as applicable, which shall be registered in the name "private placement" numbers of the Holder or Notes in related materials as a nominee thereof and duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Class A-R Notes offered and sold in the United States pursuant convenience to an exemption from the registration requirements of the Securities Act (each, a Restricted Class A-R Note) shall be issued in the form of one or more certificated securities in definitive, fully registered form, without interest coupons and with the applicable legends set forth in Exhibit A3 hereto, which shall be registered in the name of the Holder or a nominee thereof and duly executed by the Issuer and authenticated by the Trustee as hereinafter providedPurchasers.

Regulation S Global Notes, Rule 144A Global Notes; Certificated Notes. (i) The Class A Notes sold to Persons who are not U.S. persons in offshore transactions in reliance on Regulation S shall be issued initially in the form of one separate permanent global note, in definitive, fully fully-registered form without interest coupons, substantially in the applicable form attached as Exhibit A1 hereto (the a Regulation S Global Note), and shall be deposited on behalf of the subscribers for such Class A Notes represented thereby with the Bank as custodian for, and registered in the name of a nominee of, DTC for the respective accounts of Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (ii) The Class A Notes sold to Persons that are initial purchasers that are also both (A) a Qualified Purchaser or an entity owned (or in the case of Qualified Purchasers, beneficially owned) by one or more Qualified Purchasers and (B)(I) a Qualified Institutional Buyer or (II) an Accredited Investor who is purchasing such Class A Notes in a non-public transaction shall be issued initially in the form of one separate permanent global note, in definitive, fully fully-registered form without interest coupons, substantially in the form attached as Exhibit A1 hereto (the a Rule 144A Global Note) and shall be deposited on behalf of the subscribers for such Class A Notes represented thereby with the Bank as custodian for, and registered in the name of a nominee of, DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (iii) The aggregate principal amount of the any Regulation S Global Note and the any Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee or DTC or its nominee, as the case may be, as hereinafter provided. (ivA) The Class A-R Initial Funded Notes offered and sold in offshore transactions in reliance funded on Regulation S to persons who are not U.S. Persons the Closing Date (each a Regulation S Class A-R Notehaving an aggregate principal amount of U.S.$115,384,615) shall be issued in the form of one or more certificated securities in definitiverecorded on, fully Registered Formand represented by, without interest coupons and with the applicable legends set forth in Exhibit A3 heretoInitial Funded Global Note. (B) The Delayed Draw Notes issued on the Closing Date and the Second Closing Date (having an initial aggregate principal amount on the Closing Date and the Second Closing Date of U.S.$0.00, as applicable) shall be recorded on, and represented by, the applicable Delayed Draw Global Note. Delayed Draw Notes shall be funded to the Issuer on the applicable Delayed Draw Funding Date in the amounts specified in Section 2.13, which funding shall be registered recorded on, and represented by, the Delayed Draw Global Note in accordance with such Section. After the name first Payment Date following the third Delayed Draw Funding Date, the Note Registrar shall, on any Business Day after such Payment Date, (x) upon the request of the Holder or a nominee thereof and duly executed by the Issuer and authenticated receipt of instructions from DTC directing the Note Registrar to cause to be credited a beneficial interest in the Delayed Draw Regulation S Global Note funded on the first Delayed Draw Funding Date in an amount equal to the beneficial interest in the Delayed Draw Regulation S Global Note funded on the second Delayed Draw Funding Date and third Delayed Draw Funding Date, but not less than the minimum denomination applicable to such holder’s Notes to be consolidated, such instructions to contain information regarding the participant account with DTC to be credited with such increase, approve the instructions at DTC to reduce, or cause to be reduced, the Delayed Draw Regulation S Global Note funded on the second Delayed Draw Funding Date and third Delayed Draw Funding Date by the Trustee as hereinafter provided. Class A-R Notes offered and sold aggregate principal amount of the beneficial interest in the United States pursuant Delayed Draw Regulation S Global Note to an exemption from be consolidated and the registration requirements Note Registrar shall instruct DTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Securities Act (each, Person specified in such instructions a Restricted Class A-R Note) shall be issued beneficial interest in the form of one or more certificated securities in definitive, fully registered form, without interest coupons and with Delayed Draw Regulation S Global Note funded on the applicable legends set forth in Exhibit A3 hereto, which shall be registered first Delayed Draw Funding Date equal to the reduction in the name principal amount of the Holder or a nominee thereof Delayed Draw Regulation S Global Note funded on the second Delayed Draw Funding Date and duly executed by third Delayed Draw Funding Date and (y) upon the request of the Issuer and authenticated receipt of instructions from DTC, directing the Note Registrar to cause to be credited a beneficial interest in the Delayed Draw Rule 144A Global Note funded on the first Delayed Draw Funding Date in an amount equal to the beneficial interest in the Delayed Draw Rule 144A Global Note funded on the second Delayed Draw Funding Date and the third Delayed Draw Funding Date, but not less than the minimum denomination applicable to such holder’s Notes to be consolidated, such instructions to contain information regarding the participant account with DTC to be credited with such increase, approve the instructions at DTC to reduce, or cause to be reduced, the Delayed Draw Rule 144A Global Note funded on the second Delayed Draw Funding Date and the third Delayed Draw Funding Date by the aggregate principal amount of the beneficial interest in the Delayed Draw Rule 144A Global Note to be consolidated and the Note Registrar shall instruct DTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the Delayed Draw Rule 144A Global Note funded on the first Delayed Draw Funding Date equal to the reduction in the principal amount of the Delayed Draw Rule 144A Global Note funded on the second Delayed Draw Funding Date. Upon the reduction of each Delayed Draw Global Note’s principal amount to zero, the Trustee shall cancel the applicable Delayed Draw Global Note according to Section 2.9. All Global Notes so consolidated shall be deemed to have been issued on the same date from and including the date of such consolidation. The Issuer, when the Global Notes are consolidated pursuant to this Section 2.2(b)(iii)(B), shall inform DTC of the “CUSIP” number of each Global Note that has been cancelled and that the Outstanding Amount of the Delayed Draw Notes shall be represented by the Delayed Draw Global Notes funded on the first Delayed Draw Funding Date. Each Holder (or Beneficial Owner) of a Note shall reasonably cooperate with the Issuer and the Trustee to effect the foregoing, including in connection with providing any necessary approvals or directions to DTC. (C) The Issuer in issuing the Notes shall use “CUSIP,” “ISIN” or “private placement” numbers (if then generally in use), and, if so, the Issuer will indicate the “CUSIP,” “ISIN” or “private placement” numbers of the Notes in related materials as hereinafter provideda convenience to Holders.