Common use of Secured Notes and Subordinated Notes Clause in Contracts

Secured Notes and Subordinated Notes. (i) The Notes of each Class of Secured Notes sold to Qualified Purchasers that are not U.S. persons in offshore transactions (as defined in Regulation S) in reliance on Regulation S that are Qualified Purchasers shall each be issued initially in the form of one temporary global Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “Temporary Regulation S Global Secured Note”), which shall be deposited on the Closing Date on behalf of the purchasers of such Secured Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for, and registered in the name of a nominee of, DTC for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the end of the Distribution Compliance Period, beneficial interests in each Temporary Regulation S Global Secured Note may be held only through Euroclear or Clearstream. After the expiration of the Distribution Compliance Period, beneficial interests in a Temporary Regulation S Global Secured Note shall be exchanged for an interest in one permanent global note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “Regulation S Global Secured Note”), and shall be deposited on behalf of the subscribers for such Secured Notes represented thereby with the Trustee 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. During the Distribution Compliance Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Global Secured Note shall only be made upon delivery to the Trustee by Euroclear or Clearstream, as applicable, of a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable, has received a certificate substantially in the form of Exhibit B-7 hereto. After the expiration of the Distribution Compliance Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Global Secured Note shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Global Secured Note is improperly withheld or refused.

Secured Notes and Subordinated Notes. (i) The Secured Notes of each Class of Secured Notes sold to Qualified Purchasers that or any corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser who are not U.S. persons in offshore transactions (as defined in Regulation S) in reliance on Regulation S that are Qualified Purchasers shall each be issued initially in the form of one temporary global Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “"Temporary Regulation S Global Secured Note”"), which shall be deposited on the Closing Date on behalf of the purchasers of such Secured Notes represented thereby with the Trustee, at its applicable Corporate Trust Office, as custodian for, and registered in the name of a nominee of, DTC for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the end of the Distribution Compliance Period, beneficial interests in each Temporary Regulation S Global Secured Note may be held only through Euroclear or Clearstream. After the expiration of the Distribution Compliance Period, beneficial interests in a Temporary Regulation S Global Secured Note shall be exchanged for an interest in one permanent global note Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “"Regulation S Global Secured Note”"), and shall be deposited on behalf of the subscribers for such Secured Notes represented thereby with the Trustee 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. During the Distribution Compliance Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Global Secured Note shall only be made upon delivery to the Trustee by Euroclear or Clearstream, as applicable, of a certificate (a “"Non-U.S. Beneficial Ownership Certification”") to the effect that Euroclear or Clearstream, as applicable, has received a certificate substantially in the form of Exhibit B-7 hereto. After the expiration of the Distribution Compliance Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Global Secured Note shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the such Regulation S Global Secured Note is improperly withheld or refused. (ii) The Notes of each Class sold to Persons that are QIB/QPs shall each be issued initially in the form of one permanent global Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto, in the case of the Secured Notes (each, a "Rule 144A Global Secured Note") and in the form of one permanent global Subordinated Note in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-2 hereto, in the case of the Subordinated Notes (each, a "Rule 144A Global Subordinated Note") and shall be deposited on behalf of the subscribers for such Notes represented thereby with the Trustee as custodian for, and registered in the name of Cede & Co., a nominee of, DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (iii) The Secured Notes sold to persons that, at the time of the acquisition, purported acquisition or proposed acquisition of any such Secured Note, are Institutional Accredited Investors (that are not Qualified Institutional Buyers) and Qualified Purchasers (or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser) shall be issued in the form of definitive, fully registered notes without coupons substantially in the applicable form attached as Exhibit A-3 hereto (a "Certificated Secured Note") which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (iv) The Subordinated Notes sold to U.S. Persons that are Accredited Investors (that are not Qualified Institutional Buyers) and either Qualified Purchasers, Knowledgeable Employees with respect to the Issuer, Collateral Manager, or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is either a Qualified Purchaser or a Knowledgeable Employee with respect to the Issuer or the Collateral Manager and shall be issued in the form of definitive, fully registered notes without coupons substantially in the form attached as Exhibit A-4 hereto (each, a "Certificated Subordinated Note" and, together with the Certificated Secured Notes, "Certificated Notes") which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (v) The aggregate principal amount of the Temporary Regulation S Global Secured Notes, the Regulation S Global Secured Notes, the Rule 144A Global Secured Notes and the Rule 144A Global Subordinated Notes 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.

Secured Notes and Subordinated Notes. (i) The Notes of each Class of Secured Notes sold to Qualified Purchasers that persons who are not U.S. persons in offshore transactions (as defined in Regulation S) in reliance on Regulation S that are Qualified Purchasers shall each be issued initially in the form of one temporary global Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “Temporary Regulation S Global Secured Note”), which shall be deposited on the Closing Date on behalf of the purchasers of such Secured Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for, and registered in the name of a nominee of, DTC for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the end of the Distribution Compliance Period, beneficial interests in each Temporary Regulation S Global Secured Note may be held only through Euroclear or Clearstream. After the expiration of the Distribution Compliance Period, beneficial interests in a Temporary Regulation S Global Secured Note shall be exchanged for an interest in one permanent global note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto hereto, in the case of the Secured Notes (each, a “Regulation S Global Secured Note”) and in the form of one permanent global Subordinated Note in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-2 hereto, in the case of the Subordinated Notes (each, a “Regulation S Global Subordinated Note”), and shall be deposited on behalf of the subscribers for such Secured Notes represented thereby with the Trustee U.S. Bank National Association 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. During . (ii) The Notes of each Class sold to Persons that are QIB/QPs shall each be issued initially in the Distribution Compliance Periodform of one permanent global note per Class in definitive, distributions due fully registered form without interest coupons substantially in respect the applicable form attached as Exhibit A-1 hereto, in the case of the Secured Notes (each, a beneficial interest in a Temporary Regulation S “Rule 144A Global Secured Note”) and in the form of one permanent global Subordinated Note in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-2 hereto, in the case of the Subordinated Notes (each, a “Rule 144A Global Subordinated Note”) and shall only be made upon delivery to deposited on behalf of the subscribers for such Notes represented thereby with U.S. Bank National Association as custodian for, and registered in the name of Cede & Co., a nominee of, DTC, duly executed by the Issuer and authenticated by the Trustee by Euroclear as hereinafter provided. (iii) The Secured Notes sold to persons that, at the time of the acquisition, purported acquisition or Clearstreamproposed acquisition of any such Secured Note, are Institutional Accredited Investors (that are not Qualified Institutional Buyers) and Qualified Purchasers shall be issued in the form of definitive, fully registered notes without coupons substantially in the applicable form attached as applicable, of a certificate Exhibit A-3 hereto (a “Non-U.S. Beneficial Ownership CertificationCertificated Secured Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (iv) The Subordinated Notes sold to U.S. Persons that are Accredited Investors (that are not Qualified Institutional Buyers) and either Qualified Purchasers, Knowledgeable Employees with respect to the effect that Euroclear Issuer, Collateral Manager, or Clearstreama corporation, as applicablepartnership, has received limited liability company or other entity (other than a certificate trust), each shareholder, partner, member or other equity owner of which is either a Qualified Purchaser or a Knowledgeable Employee with respect to the Issuer or the Collateral Manager and shall be issued in the form of definitive, fully registered notes without coupons substantially in the form of attached as Exhibit B-7 hereto. After A-4 hereto (each, a “Certificated Subordinated Note” and, together with the expiration Certificated Secured Notes, “Certificated Notes”) which shall be registered in the name of the Distribution Compliance Periodbeneficial owner or a nominee thereof, distributions due in respect duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (v) The aggregate principal amount of any beneficial interests in a Temporary Regulation S Global Secured Note shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Global Secured Note is improperly withheld Notes, the Rule 144A Global Secured Notes, the Rule 144A Global Subordinated Notes and the Regulation S Global Subordinated Notes may from time to time be increased or refuseddecreased by adjustments made on the records of the Trustee or DTC or its nominee, as the case may be, as hereinafter provided.

Secured Notes and Subordinated Notes. (i) The Secured Notes of each Class of Secured Notes sold to Qualified Purchasers that persons who are not non-U.S. persons in offshore transactions (as defined in Regulation S) in reliance on Regulation S that S, which persons are Qualified Purchasers Purchasers, shall each be issued initially in the form of one temporary global Secured permanent Global Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “Temporary Regulation S Global Secured Note”), which shall be deposited on the Closing Date on behalf of the purchasers of such Secured Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for, and registered in the name of a nominee of, DTC for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the end of the Distribution Compliance Period, beneficial interests in each Temporary Regulation S Global Secured Note may be held only through Euroclear or Clearstream. After the expiration of the Distribution Compliance Period, beneficial interests in a Temporary Regulation S Global Secured Note shall be exchanged for an interest in one permanent global note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “Regulation S Global Secured Note”), and shall be deposited on behalf of the subscribers for such Secured Notes represented thereby with the Trustee 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. During . (ii) The Notes of each Class sold to Persons that are QIB/QPs shall each be issued initially in the Distribution Compliance Period, distributions due in respect form of a beneficial interest in a Temporary Regulation S one permanent Global Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 attached hereto, in the case of the Secured Notes (each, a “Rule 144A Global Secured Note”) and in the form of one permanent Global Subordinated Note in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-2 hereto, in the case of the Subordinated Notes (each, a “Rule 144A Global Subordinated Note”), and shall be deposited on behalf of the subscribers for such Notes represented thereby with the Trustee as custodian for, and registered in the name of Cede & Co., a nominee of, DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Except as otherwise expressly agreed with the Issuer for an acquisition on the Closing Date, the Rule 144A Global Subordinated Notes may only be made upon delivery sold to persons that are not Benefit Plan Investors or Controlling Persons. (iii) The Secured Notes sold to persons that, at the Trustee by Euroclear time of the acquisition, purported acquisition or Clearstreamproposed acquisition of any such Note, are Institutional Accredited Investors (that are not Qualified Institutional Buyers) and Qualified Purchasers (or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser) shall be issued in the form of definitive, fully registered notes without coupons substantially in the applicable form attached as applicable, of a certificate Exhibit A-3 hereto (a “Non-U.S. Beneficial Ownership CertificationCertificated Secured Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (iv) The Subordinated Notes (x) sold to persons that, at the effect time of the acquisition, purported acquisition or proposed acquisition of any such Note, are Institutional Accredited Investors (that Euroclear are not Qualified Institutional Buyers) and Qualified Purchasers (or Clearstreama corporation, as applicablepartnership, has received limited liability company or other entity, each shareholder, partner, member or other equity owner of which is a certificate Qualified Purchaser) or (y) sold to Benefit Plan Investors or Controlling Persons after the initial purchase of Global Subordinated Notes shall be issued in the form of definitive, fully registered notes without coupons substantially in the form of attached as Exhibit B-7 hereto. After A-4 hereto (each, a “Certificated Subordinated Note” and, together with the expiration Certificated Secured Notes, “Certificated Notes”) which shall be registered in the name of the Distribution Compliance Periodbeneficial owner or a nominee thereof, distributions due in respect duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (v) The aggregate principal amount of any beneficial interests in a Temporary Regulation S Global Secured Note shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Global Secured Note is improperly withheld Notes, the Rule 144A Global Secured Notes and the Rule 144A Global Subordinated Notes may from time to time be increased or refuseddecreased by adjustments made on the records of the Trustee or DTC or its nominee, as the case may be, as hereinafter provided.

Secured Notes and Subordinated Notes. (i) The Secured Notes of each Class of Secured Notes (other than the Class A-1R Notes) sold to Qualified Purchasers that persons who are not U.S. persons in offshore transactions (as defined in Regulation S) in reliance on Regulation S that are Qualified Purchasers shall each be issued initially in the form of one temporary global permanent Global Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto hereto, in the case of the Secured Notes (each, a “Temporary "Regulation S Global Secured Note”), which shall be deposited on the Closing Date on behalf of the purchasers of such Secured Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for, and registered in the name of a nominee of, DTC for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the end of the Distribution Compliance Period, beneficial interests in each Temporary Regulation S Global Secured Note may be held only through Euroclear or Clearstream. After the expiration of the Distribution Compliance Period, beneficial interests in a Temporary Regulation S Global Secured Note shall be exchanged for an interest in one permanent global note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “Regulation S Global Secured Note”"), and shall be deposited on behalf of the subscribers for such Secured Notes represented thereby with the Trustee 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 Applicable Issuers and authenticated by the Trustee as hereinafter provided. (ii) The Secured Notes of each Class (other than the Class A-1R Notes) sold to persons that are QIB/QPs shall each be issued initially in the form of one permanent Global Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a "Rule 144A Global Secured Note") and shall be deposited on behalf of the subscribers for such Notes represented thereby with the Trustee as custodian for, and registered in the name of a nominee of, DTC, duly executed by the Applicable Issuers and authenticated by the Trustee as hereinafter provided unless such person notifies the Trustee and the Issuer in writing that it elects to receive a Certificated Secured Note and complies with all transfer requirements related to such acquisition. Any (i) Class A-1R Notes or (ii) any Secured Notes of any Class other than the Class A-1R Notes that are sold to persons that, at the time of the acquisition, purported acquisition or proposed acquisition of any such Secured Note, are Institutional Accredited Investors (or, if so elected by such persons, Qualified Institutional Buyers) and Qualified Purchasers (or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser), shall be issued in the form of definitive, fully registered notes without coupons substantially in the applicable form attached as Exhibit A-2 hereto (a "Certificated Secured Note") which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. During The Subordinated Notes sold to (i) QIB/QPs or (ii) Institutional Accredited Investors and either Qualified Purchasers or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser shall be issued in the Distribution Compliance Periodform of definitive, distributions due in respect of a beneficial interest in a Temporary Regulation S Global Secured Note shall only be made upon delivery to the Trustee by Euroclear or Clearstream, as applicable, of a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable, has received a certificate fully registered notes without coupons substantially in the form of attached as Exhibit B-7 hereto. After A-3 hereto (each, a "Certificated Subordinated Note" and, together with the expiration Certificated Secured Notes, "Certificated Notes") which shall be registered in the name of the Distribution Compliance Periodbeneficial owner or a nominee thereof, distributions due in respect duly executed by the Issuer and authenticated by the Trustee upon Issuer Order as hereinafter provided. (iii) The aggregate principal amount of any beneficial interests in a Temporary Regulation S the Global Secured Note shall not Notes may from time to time be increased or decreased by adjustments made to on the holders records of such beneficial interests unless exchange for a beneficial interest in the Regulation S Global Secured Note is improperly withheld Trustee or refusedDTC or its nominee, as the case may be, as hereinafter provided.

Secured Notes and Subordinated Notes. (i) The Secured Notes of each Class of Secured Notes sold to Qualified Purchasers that who are not U.S. persons in offshore transactions (as defined in Regulation S) in reliance on Regulation S that are Qualified Purchasers shall each be issued initially in the form of one temporary global permanent Global Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (eachX-0, a “Temporary Regulation S Global Secured Note”)Xxxxxxx X-0 or Exhibit A-3 hereto, which shall be deposited on in the Closing Date on behalf case of the purchasers of such Secured Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for, and registered in the name of a nominee of, DTC for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the end of the Distribution Compliance Period, beneficial interests in each Temporary Regulation S Global Secured Note may be held only through Euroclear or Clearstream. After the expiration of the Distribution Compliance Period, beneficial interests in a Temporary Regulation S Global Secured Note shall be exchanged for an interest in one permanent global note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “Regulation S Global Secured Note”), and shall be deposited on behalf of the subscribers for such Secured Notes represented thereby with the Trustee 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. During . (ii) The Secured Notes of each Class sold to persons that are QIB/QPs shall each be issued initially in the Distribution Compliance Period, distributions due in respect form of a beneficial interest in a Temporary Regulation S one permanent Global Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A -1, Exhibit A-2 or Exhibit A-3 hereto (each, a “Rule 144A Global Secured Note”), and shall only be made upon delivery to deposited on behalf of the subscribers for such Notes represented thereby with the Trustee by Euroclear or Clearstreamas custodian for, as applicable, and registered in the name of a certificate nominee of, DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Secured Notes sold to persons that, at the time of the acquisition, purported acquisition or proposed acquisition of any such Secured Note, are Institutional Accredited Investors and Qualified Purchasers (or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser) shall be issued in the form of definitive, fully registered notes without coupons substantially in the applicable form attached as Exhibit X-0, Xxxxxxx X-0 or Exhibit A-7 hereto (a “Non-U.S. Beneficial Ownership CertificationCertificated Secured Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (iii) The Subordinated Notes sold to Qualified Purchasers (or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser) that, at the effect time of the acquisition, purported acquisition or proposed acquisition of any such Subordinated Note, are also (A) Qualified Institutional Buyers or (B) Organizing Entities that Euroclear are either (I) Institutional Accredited Investors or Clearstream(II) non U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act shall be issued in the form of definitive, as applicable, has received a certificate fully registered notes without coupons substantially in the form of attached as Exhibit B-7 hereto. After A-4 hereto (each, a “Certificated Subordinated Note” and, together with the expiration Certificated Secured Notes, “Certificated Notes”) which shall be registered in the name of the Distribution Compliance Periodbeneficial owner or a nominee thereof, distributions due in respect duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (iv) The aggregate principal amount of any beneficial interests in a Temporary Regulation S Global Secured Note shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Global Secured Note is improperly withheld Notes and the Rule 144A Global Secured Notes may from time to time be increased or refuseddecreased by adjustments made on the records of the Trustee or DTC or its nominee, as the case may be, as hereinafter provided.

Secured Notes and Subordinated Notes. (i) The Notes of each Class of Secured Notes sold to Qualified Purchasers that persons who are not U.S. persons in offshore transactions (as defined in Regulation S) in reliance on Regulation S that are Qualified Purchasers shall each be issued initially in the form of one temporary global Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “Temporary Regulation S Global Secured Note”), which shall be deposited on the Closing Date on behalf of the purchasers of such Secured Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for, and registered in the name of a nominee of, DTC for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the end of the Distribution Compliance Period, beneficial interests in each Temporary Regulation S Global Secured Note may be held only through Euroclear or Clearstream. After the expiration of the Distribution Compliance Period, beneficial interests in a Temporary Regulation S Global Secured Note shall be exchanged for an interest in one permanent global note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto hereto, in the case of the Secured Notes (each, a “Regulation S Global Secured Note”) and in the form of one permanent global Subordinated Note in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-2 hereto, in the case of the Subordinated Notes (each, a “Regulation S Global Subordinated Note”), and shall be deposited on behalf of the subscribers for such Secured Notes represented thereby with the Trustee U.S. Bank Trust Company, National Association 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. During . (ii) The Notes of each Class sold to Persons that are QIB/QPs shall each be issued initially in the Distribution Compliance Periodform of one permanent global note per Class in definitive, distributions due fully registered form without interest coupons substantially in respect the applicable form attached as Exhibit A-1 hereto, in the case of the Secured Notes (each, a beneficial interest in a Temporary Regulation S “Rule 144A Global Secured Note”) and in the form of one permanent global Subordinated Note in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-2 hereto, in the case of the Subordinated Notes (each, a “Rule 144A Global Subordinated Note”) and shall only be made upon delivery to deposited on behalf of the subscribers for such Notes represented thereby with U.S. Bank Trust Company, National Association as custodian for, and registered in the name of Cede & Co., a nominee of, DTC, duly executed by the Issuer and authenticated by the Trustee by Euroclear as hereinafter provided. (iii) The Secured Notes sold to persons that, at the time of the acquisition, purported acquisition or Clearstreamproposed acquisition of any such Secured Note, are Institutional Accredited Investors (that are not Qualified Institutional Buyers) and Qualified Purchasers shall be issued in the form of definitive, fully registered notes without coupons substantially in the applicable form attached as applicable, of a certificate Exhibit A-3 hereto (a “Non-U.S. Beneficial Ownership CertificationCertificated Secured Note”) which shall be registered in the name of the beneficial owner or a nominee txxxxxx, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (iv) The Subordinated Notes sold to U.S. Persons that are Accredited Investors (that are not Qualified Institutional Buyers) and either Qualified Purchasers, Knowledgeable Employees with respect to the effect that Euroclear Issuer, Collateral Manager, or Clearstreama corporation, as applicablepartnership, has received limited liability company or other entity (other than a certificate trust), each shareholder, partner, member or other equity owner of which is either a Qualified Purchaser or a Knowledgeable Employee with respect to the Issuer or the Collateral Manager and shall be issued in the form of definitive, fully registered notes without coupons substantially in the form of attached as Exhibit B-7 hereto. After A-4 hereto (each, a “Certificated Subordinated Note” and, together with the expiration Certificated Secured Notes, “Certificated Notes”) which shall be registered in the name of the Distribution Compliance Periodbeneficial owner or a nominee thereof, distributions due in respect duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (v) The aggregate principal amount of any beneficial interests in a Temporary Regulation S Global Secured Note shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Global Secured Note is improperly withheld Notes, the Rule 144A Global Secured Notes, the Rule 144A Global Subordinated Notes and the Regulation S Global Subordinated Notes may from time to time be increased or refuseddecreased by adjustments made on the records of the Trustee or DTC or its nominee, as the case may be, as hereinafter provided.

Secured Notes and Subordinated Notes. (i) The Notes of each Class of Secured Notes (other than Class D Notes issued on the Closing Date) sold to Qualified Purchasers that are not U.S. persons in offshore transactions (as defined in Regulation S) in reliance on Regulation S that are Qualified Purchasers shall each be issued initially in the form of one temporary global Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “Temporary Regulation S Global Secured Note”), which shall be deposited on the Closing Date on behalf of the purchasers of such Secured Notes represented thereby with the Trustee, at its applicable Corporate Trust Office, as custodian for, and registered in the name of a nominee of, DTC for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the end of the Distribution Compliance Period, beneficial interests in each Temporary Regulation S Global Secured Note may be held only through Euroclear or Clearstream. After the expiration of the Distribution Compliance Period, beneficial interests in a Temporary Regulation S Global Secured Note shall be exchanged for an interest in one permanent global note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “Regulation S Global Secured Note”), and shall be deposited on behalf of the subscribers for such Secured Notes represented thereby with the Trustee 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. During the Distribution Compliance Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Global Secured Note shall only be made upon delivery to the Trustee by Euroclear or Clearstream, as applicable, of a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable, has received a certificate substantially in the form of Exhibit B-7 hereto. After the expiration of the Distribution Compliance Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Global Secured Note shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Global Secured Note is improperly withheld or refused.

Secured Notes and Subordinated Notes. (i) The Secured Notes (other than the Potential Equity Notes) of each Class of Secured Notes sold to Qualified Purchasers that persons who are not U.S. persons in offshore transactions (as defined in Regulation S) in reliance on Regulation S that are Qualified Purchasers shall each be issued initially in the form of one temporary global permanent Global Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (eachhereto, a “Temporary Regulation S Global Secured Note”), which shall be deposited on in the Closing Date on behalf case of the purchasers of such Secured Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for, and registered in the name of a nominee of, DTC for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the end of the Distribution Compliance Period, beneficial interests in each Temporary Regulation S Global Secured Note may be held only through Euroclear or Clearstream. After the expiration of the Distribution Compliance Period, beneficial interests in a Temporary Regulation S Global Secured Note shall be exchanged for an interest in one permanent global note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “Regulation S Global Secured Note”), and shall be deposited on behalf of the subscribers for such Secured Notes represented thereby with the Trustee 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 Applicable Issuers and authenticated by the Trustee as hereinafter provided. (ii) The Secured Notes (other than the Potential Equity Notes) of each Class sold to persons that are QIB/QPs shall each be issued initially in the form of one permanent Global Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “Rule 144A Global Secured Note”) and shall be deposited on behalf of the subscribers for such Notes represented thereby with the Trustee as custodian for, and registered in the name of a nominee of, DTC, duly executed by the Applicable Issuers and authenticated by the Trustee as hereinafter provided unless such person notifies the Trustee and the Issuer in writing that it elects to receive a Certificated Secured Note and complies with all transfer requirements related to such acquisition and subject to the next sentence. Any Secured Notes of any Class that are sold to persons that, at the time of the acquisition, purported acquisition or proposed acquisition of any such Secured Note, are Institutional Accredited Investors (or, if so elected by such persons, Qualified Institutional Buyers) and Qualified Purchasers (or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser), shall be issued in the form of definitive, fully registered notes without coupons substantially in the applicable form attached as Exhibit A-2 hereto (a “Certificated Secured Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. During The Subordinated Notes sold to (i) QIB/QPs or (ii) Institutional Accredited Investors and either Qualified Purchasers or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser shall be issued in the Distribution Compliance Periodform of definitive, distributions due in respect of a beneficial interest in a Temporary Regulation S Global Secured Note shall only be made upon delivery to the Trustee by Euroclear or Clearstream, as applicable, of a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable, has received a certificate fully registered notes without coupons substantially in the form of attached as Exhibit B-7 hereto. After A-3 hereto (each, a “Certificated Subordinated Note” and, together with the expiration Certificated Secured Notes, “Certificated Notes”) which shall be registered in the name of the Distribution Compliance Periodbeneficial owner or a nominee thereof, distributions due in respect duly executed by the Issuer and authenticated by the Trustee upon Issuer Order as hereinafter provided. (iii) The aggregate principal amount of any beneficial interests in a Temporary Regulation S the Global Secured Note Notes 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 D Notes shall not constitute Potential Equity Notes on the Closing Date and shall be made to issued as Certificated Secured Notes on the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Global Secured Note is improperly withheld or refusedClosing Date.

Secured Notes and Subordinated Notes. (i) The Notes of each Class of Secured Notes sold to Qualified Purchasers that persons who are not U.S. persons in offshore transactions (as defined in Regulation S) in reliance on Regulation S that are Qualified Purchasers shall each be issued initially in the form of one temporary global Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “Temporary Regulation S Global Secured Note”), which shall be deposited on the Closing Date on behalf of the purchasers of such Secured Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for, and registered in the name of a nominee of, DTC for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the end of the Distribution Compliance Period, beneficial interests in each Temporary Regulation S Global Secured Note may be held only through Euroclear or Clearstream. After the expiration of the Distribution Compliance Period, beneficial interests in a Temporary Regulation S Global Secured Note shall be exchanged for an interest in one permanent global note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto hereto, in the case of the Secured Notes (each, a “Regulation S Global Secured Note”) and in the form of one permanent global Subordinated Note in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-2 hereto, in the case of the Subordinated Notes (each, a “Regulation S Global Subordinated Note”), and shall be deposited on behalf of the subscribers for such Secured Notes represented thereby with the Trustee U.S. Bank Trust Company, National Association 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. During . (ii) The Notes of each Class sold to Persons that are QIB/QPs shall each be issued initially in the Distribution Compliance Periodform of one permanent global note per Class in definitive, distributions due fully registered form without interest coupons substantially in respect the applicable form attached as Exhibit A-1 hereto, in the case of the Secured Notes (each, a beneficial interest in a Temporary Regulation S “Rule 144A Global Secured Note”) and in the form of one permanent global Subordinated Note in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-2 hereto, in the case of the Subordinated Notes (each, a “Rule 144A Global Subordinated Note”) and shall only be made upon delivery to deposited on behalf of the subscribers for such Notes represented thereby with U.S. Bank Trust Company, National Association as custodian for, and registered in the name of Cede & Co., a nominee of, DTC, duly executed by the Issuer and authenticated by the Trustee by Euroclear as hereinafter provided. (iii) The Secured Notes sold to persons that, at the time of the acquisition, purported acquisition or Clearstreamproposed acquisition of any such Secured Note, are Institutional Accredited Investors (that are not Qualified Institutional Buyers) and Qualified Purchasers shall be issued in the form of definitive, fully registered notes without coupons substantially in the applicable form attached as applicable, of a certificate Exhibit A-3 hereto (a “Non-U.S. Beneficial Ownership CertificationCertificated Secured Note”) which shall be registered in the name of the beneficial owner or a nominee xxxxxxx, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (iv) The Subordinated Notes sold to U.S. Persons that are Accredited Investors (that are not Qualified Institutional Buyers) and either Qualified Purchasers, Knowledgeable Employees with respect to the effect that Euroclear Issuer, Collateral Manager, or Clearstreama corporation, as applicablepartnership, has received limited liability company or other entity (other than a certificate trust), each shareholder, partner, member or other equity owner of which is either a Qualified Purchaser or a Knowledgeable Employee with respect to the Issuer or the Collateral Manager and shall be issued in the form of definitive, fully registered notes without coupons substantially in the form of attached as Exhibit B-7 hereto. After A-4 hereto (each, a “Certificated Subordinated Note” and, together with the expiration Certificated Secured Notes, “Certificated Notes”) which shall be registered in the name of the Distribution Compliance Periodbeneficial owner or a nominee thereof, distributions due in respect duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (v) The aggregate principal amount of any beneficial interests in a Temporary Regulation S Global Secured Note shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Global Secured Note is improperly withheld Notes, the Rule 144A Global Secured Notes, the Rule 144A Global Subordinated Notes and the Regulation S Global Subordinated Notes may from time to time be increased or refuseddecreased by adjustments made on the records of the Trustee or DTC or its nominee, as the case may be, as hereinafter provided.

Secured Notes and Subordinated Notes. (i) The Secured Notes (other than the Potential Equity Notes) of each Class of Secured Notes sold to Qualified Purchasers that persons who are not U.S. persons in offshore transactions (as defined in Regulation S) in reliance on Regulation S that are Qualified Purchasers shall each be issued initially in the form of one temporary global permanent Global Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (eachhereto, a “Temporary Regulation S Global Secured Note”), which shall be deposited on in the Closing Date on behalf case of the purchasers of such Secured Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for, and registered in the name of a nominee of, DTC for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the end of the Distribution Compliance Period, beneficial interests in each Temporary Regulation S Global Secured Note may be held only through Euroclear or Clearstream. After the expiration of the Distribution Compliance Period, beneficial interests in a Temporary Regulation S Global Secured Note shall be exchanged for an interest in one permanent global note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “Regulation S Global Secured Note”), and shall be deposited on behalf of the subscribers for such Secured Notes represented thereby with the Trustee 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 Applicable Issuers and authenticated by the Trustee as hereinafter provided. (ii) The Secured Notes of each Class (other than the Potential Equity Notes) sold to persons that are QIB/QPs shall each be issued initially in the form of one permanent Global Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “Rule 144A Global Secured Note”) and shall be deposited on behalf of the subscribers for such Notes represented thereby with the Trustee as custodian for, and registered in the name of a nominee of, DTC, duly executed by the Applicable Issuers and authenticated by the Trustee as hereinafter provided unless such person notifies the Trustee and the Issuer in writing that it elects to receive a Certificated Secured Note and complies with all transfer requirements related to such acquisition. Any Secured Notes of any Class that are sold to persons that, at the time of the acquisition, purported acquisition or proposed acquisition of any such Secured Note, are Institutional Accredited Investors (or, if so elected by such persons, Qualified Institutional Buyers) and Qualified Purchasers (or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser), shall be issued in the form of definitive, fully registered notesNotes without coupons substantially in the applicable form attached as Exhibit A-2 hereto (a “Certificated Secured Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. During The Subordinated Notes sold to (i) QIB/QPs or (ii) Institutional Accredited Investors and either Qualified Purchasers or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser shall be issued in the Distribution Compliance Periodform of definitive, distributions due in respect of a beneficial interest in a Temporary Regulation S Global Secured Note shall only be made upon delivery to the Trustee by Euroclear or Clearstream, as applicable, of a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable, has received a certificate fully registered notesNotes without coupons substantially in the form of attached as Exhibit B-7 hereto. After A-3 hereto (each, a “Certificated Subordinated Note” and, together with the expiration Certificated Secured Notes, “Certificated Notes”) which shall be registered in the name of the Distribution Compliance Periodbeneficial owner or a nominee thereof, distributions due in respect duly executed by the Issuer and authenticated by the Trustee upon Issuer Order as hereinafter provided. (iii) The aggregate principal amount of any beneficial interests in a Temporary Regulation S the Global Secured Note shall Notes 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) Notwithstanding anything contained herein to the contrary, any Classes of Secured Notes that are Potential Equity Notes may not be made to the holders of such beneficial interests unless exchange for a beneficial interest held in the Regulation S form of Global Secured Note is improperly withheld or refusedNotes. TheOn the Refinancing Date, the Class B Notes and Class C Notes shall constitute Potential Equity Notes on the Closing Date and shall be issued as Certificated Notes on the Closing Date.

Secured Notes and Subordinated Notes. (i) The Secured Notes (other than the Potential Equity Notes) of each Class of Secured Notes sold to Qualified Purchasers that persons who are not U.S. persons in offshore transactions (as defined in Regulation S) in reliance on Regulation S that are Qualified Purchasers shall each be issued initially in the form of one temporary global permanent Global Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (eachhereto, a “Temporary Regulation S Global Secured Note”), which shall be deposited on in the Closing Date on behalf case of the purchasers of such Secured Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for, and registered in the name of a nominee of, DTC for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the end of the Distribution Compliance Period, beneficial interests in each Temporary Regulation S Global Secured Note may be held only through Euroclear or Clearstream. After the expiration of the Distribution Compliance Period, beneficial interests in a Temporary Regulation S Global Secured Note shall be exchanged for an interest in one permanent global note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “Regulation S Global Secured Note”), and shall be deposited on behalf of the subscribers for such Secured Notes represented thereby with the Trustee 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 Applicable Issuers and authenticated by the Trustee as hereinafter provided. (ii) The Secured Notes of each Class (other than the Potential Equity Notes) sold to persons that are QIB/QPs shall each be issued initially in the form of one permanent Global Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “Rule 144A Global Secured Note”) and shall be deposited on behalf of the subscribers for such Notes represented thereby with the Trustee as custodian for, and registered in the name of a nominee of, DTC, duly executed by the Applicable Issuers and authenticated by the Trustee as hereinafter provided unless such person notifies the Trustee and the Issuer in writing that it elects to receive a Certificated Secured Note and complies with all transfer requirements related to such acquisition. Any Secured Notes of any Class that are sold to persons that, at the time of the acquisition, purported acquisition or proposed acquisition of any such Secured Note, are Institutional Accredited Investors (or, if so elected by such persons, Qualified Institutional Buyers) and Qualified Purchasers (or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser), shall be issued in the form of definitive, fully registered notes without coupons substantially in the applicable form attached as Exhibit A-2 hereto (a “Certificated Secured Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. During The Subordinated Notes sold to (i) QIB/QPs or (ii) Institutional Accredited Investors and either Qualified Purchasers or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser shall be issued in the Distribution Compliance Periodform of definitive, distributions due in respect of a beneficial interest in a Temporary Regulation S Global Secured Note shall only be made upon delivery to the Trustee by Euroclear or Clearstream, as applicable, of a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable, has received a certificate fully registered notes without coupons substantially in the form of attached as Exhibit B-7 hereto. After A-3 hereto (each, a “Certificated Subordinated Note” and, together with the expiration Certificated Secured Notes, “Certificated Notes”) which shall be registered in the name of the Distribution Compliance Periodbeneficial owner or a nominee thereof, distributions due in respect duly executed by the Issuer and authenticated by the Trustee upon Issuer Order as hereinafter provided. (iii) The aggregate principal amount of any beneficial interests in a Temporary Regulation S the Global Secured Note shall Notes 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) Notwithstanding anything contained herein to the contrary, any Classes of Secured Notes that are Potential Equity Notes may not be made to the holders of such beneficial interests unless exchange for a beneficial interest held in the Regulation S form of Global Secured Note is improperly withheld or refusedNotes. The Class B Notes and Class C Notes shall constitute Potential Equity Notes on the Closing Date and shall be issued as Certificated Notes on the Closing Date.

Secured Notes and Subordinated Notes. (i) The Notes of each Class of Secured Notes sold to Qualified Purchasers that are not U.S. persons in offshore transactions (as defined in Regulation S) in reliance on Regulation S that are Qualified Purchasers shall each be issued initially in the form of one temporary global Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “Temporary Regulation S Global Secured Note”), which shall be deposited on the Closing Date on behalf of the purchasers of such Secured Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for, and registered in the name of a nominee of, DTC for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the end of the Distribution Compliance Period, beneficial interests in each Temporary Regulation S Global Secured Note may be held only through Euroclear or Clearstream. After the expiration of the Distribution Compliance Period, beneficial interests in a Temporary Regulation S Global Secured Note shall be exchanged for an interest in one permanent global note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “Regulation S Global Secured Note”), and shall be deposited on behalf of the subscribers for such Secured Notes represented thereby with the Trustee 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. During the Distribution Compliance Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Global Secured Note shall only be made upon delivery to the Trustee by Euroclear or Clearstream, as applicable, of a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable, has received a certificate substantially in the form Form of Exhibit B-7 hereto. After the expiration of the Distribution Compliance Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Global Secured Note shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Global Secured Note is improperly withheld or refused. (ii) The Notes of each Class sold to Persons that are QIB/QPs shall each be issued initially in the form of one permanent global Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto, in the case of the Secured Notes (each, a “Rule 144A Global Secured Note”) and in the form of one permanent global Subordinated Note in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-2 hereto, in the case of the Subordinated Notes (each, a “Rule 144A Global Subordinated Note”) and shall be deposited on behalf of the subscribers for such Notes represented thereby with the Trustee as custodian for, and registered in the name of Cede & Co., a nominee of, DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (iii) The Secured Notes sold to persons that, at the time of the acquisition, purported acquisition or proposed acquisition of any such Secured Note, are Institutional Accredited Investors (that are not Qualified Institutional Buyers) or Accredited Investors shall be issued in the form of definitive, fully registered notes without coupons substantially in the applicable form attached as Exhibit A-3 hereto (a “Certificated Secured Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (iv) The Subordinated Notes sold to U.S. Persons that are Accredited Investors (that are not Qualified Institutional Buyers) and either Qualified Purchasers, Knowledgeable Employees with respect to the Issuer, Collateral Manager, or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is either a Qualified Purchaser or a Knowledgeable Employee with respect to the Issuer or the Collateral Manager and shall be issued in the form of definitive, fully registered notes without coupons substantially in the form attached as Exhibit A-4 hereto (each, a “Certificated Subordinated Note” and, together with the Certificated Secured Notes, “Certificated Notes”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (v) The aggregate principal amount of the Regulation S Global Secured Notes, the Rule 144A Global Secured Notes and the Rule 144A Global Subordinated Notes 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.

Secured Notes and Subordinated Notes. (i) The Notes of each Class of Secured Notes sold to Qualified Purchasers that persons who are not U.S. persons in offshore transactions (as defined in Regulation S) in reliance on Regulation S that are Qualified Purchasers shall each be issued initially in the form of one temporary global Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “Temporary Regulation S Global Secured Note”), which shall be deposited on the Closing Date on behalf of the purchasers of such Secured Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for, and registered in the name of a nominee of, DTC for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the end of the Distribution Compliance Period, beneficial interests in each Temporary Regulation S Global Secured Note may be held only through Euroclear or Clearstream. After the expiration of the Distribution Compliance Period, beneficial interests in a Temporary Regulation S Global Secured Note shall be exchanged for an interest in one permanent global note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto hereto, in the case of the Secured Notes (each, a “Regulation S Global Secured Note”) and in the form of one permanent global Subordinated Note in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-2 hereto, in the case of the Subordinated Notes (each, a “Regulation S Global Subordinated Note”), and shall be deposited on behalf of the subscribers for such Secured Notes represented thereby with the Trustee 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. During . (ii) The Notes of each Class sold to Persons that are QIB/QPs shall each be issued initially in the Distribution Compliance Periodform of one permanent global note per Class in definitive, distributions due fully registered form without interest coupons substantially in respect the applicable form attached as Exhibit A-1 hereto, in the case of the Secured Notes (each, a beneficial interest in a Temporary Regulation S “Rule 144A Global Secured Note”) and in the form of one permanent global Subordinated Note in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-2 hereto, in the case of the Subordinated Notes (each, a “Rule 144A Global Subordinated Note”) and shall only be made upon delivery to deposited on behalf of the subscribers for such Notes represented thereby with the Trustee as custodian for, and registered in the name of Cede & Co., a nominee of, DTC, duly executed by Euroclear the Issuer and authenticated by the Trustee as hereinafter provided. (iii) The Secured Notes sold to persons that, at the time of the acquisition, purported acquisition or Clearstreamproposed acquisition of any such Secured Note, are Institutional Accredited Investors (that are not Qualified Institutional Buyers) and Qualified Purchasers shall be issued in the form of definitive, fully registered notes without coupons substantially in the applicable form attached as applicable, of a certificate Exhibit A-3 hereto (a “Non-U.S. Beneficial Ownership CertificationCertificated Secured Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (iv) The Subordinated Notes sold to U.S. Persons that are Accredited Investors (that are not Qualified Institutional Buyers) and either Qualified Purchasers, Knowledgeable Employees with respect to the effect that Euroclear Issuer, Collateral Manager, or Clearstreama corporation, as applicablepartnership, has received limited liability company or other entity (other than a certificate trust), each shareholder, partner, member or other equity owner of which is either a Qualified Purchaser or a Knowledgeable Employee with respect to the Issuer or the Collateral Manager and shall be issued in the form of definitive, fully registered notes without coupons substantially in the form of attached as Exhibit B-7 hereto. After A-4 hereto (each, a “Certificated Subordinated Note” and, together with the expiration Certificated Secured Notes, “Certificated Notes”) which shall be registered in the name of the Distribution Compliance Periodbeneficial owner or a nominee thereof, distributions due in respect duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (v) The aggregate principal amount of any beneficial interests in a Temporary Regulation S Global Secured Note shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Global Secured Note is improperly withheld Notes, the Rule 144A Global Secured Notes, the Rule 144A Global Subordinated Notes and the Regulation S Global Subordinated Notes may from time to time be increased or refuseddecreased by adjustments made on the records of the Trustee or DTC or its nominee, as the case may be, as hereinafter provided.

Secured Notes and Subordinated Notes. (i) The Notes of each Class of Secured Notes (other than Class C Notes issued on the Closing Date) sold to Qualified Purchasers that are not U.S. persons in offshore transactions (as defined in Regulation S) in reliance on Regulation S that are Qualified Purchasers shall each be issued initially in the form of one temporary global Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “Temporary Regulation S Global Secured Note”), which shall be deposited on the Closing Date on behalf of the purchasers of such Secured Notes represented thereby with the Trustee, at its applicable Corporate Trust Office, as custodian for, and registered in the name of a nominee of, DTC for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the end of the Distribution Compliance Period, beneficial interests in each Temporary Regulation S Global Secured Note may be held only through Euroclear or Clearstream. After the expiration of the Distribution Compliance Period, beneficial interests in a Temporary Regulation S Global Secured Note shall be exchanged for an interest in one permanent global note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “Regulation S Global Secured Note”), and shall be deposited on behalf of the subscribers for such Secured Notes represented thereby with the Trustee 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. During the Distribution Compliance Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Global Secured Note shall only be made upon delivery to the Trustee by Euroclear or Clearstream, as applicable, of a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable, has received a certificate substantially in the form Form of Exhibit B-7 hereto. After the expiration of the Distribution Compliance Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Global Secured Note shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Global Secured Note is improperly withheld or refused. (ii) The Notes of each Class (other than the Class C Notes issued on the Closing Date) sold to Persons that are QIB/QPs shall each be issued initially in the form of one permanent global Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto, in the case of the Secured Notes (each, a “Rule 144A Global Secured Note”) and in the form of one permanent global Subordinated Note in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-2 hereto, in the case of the Subordinated Notes (each, a “Rule 144A Global Subordinated Note”) and shall be deposited on behalf of the subscribers for such Notes represented thereby with the Trustee as custodian for, and registered in the name of Cede & Co., a nominee of, DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (iii) The Secured Notes (other than the Class C Notes issued on the Closing Date) sold to persons that, at the time of the acquisition, purported acquisition or proposed acquisition of any such Secured Note, are Institutional Accredited Investors (that are not Qualified Institutional Buyers) and Qualified Purchasers (or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser) shall be issued in the form of definitive, fully registered notes without coupons substantially in the applicable form attached as Exhibit A-3 hereto (a “Certificated Secured Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (iv) The Subordinated Notes sold to U.S. Persons that are Accredited Investors (that are not Qualified Institutional Buyers) and either Qualified Purchasers, Knowledgeable Employees with respect to the Issuer, Collateral Manager, or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is either a Qualified Purchaser or a Knowledgeable Employee with respect to the Issuer or the Collateral Manager and shall be issued in the form of definitive, fully registered notes without coupons substantially in the form attached as Exhibit A-4 hereto (each, a “Certificated Subordinated Note” and, together with the Certificated Secured Notes, “Certificated Notes”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (v) The aggregate principal amount of the Regulation S Global Secured Notes, the Rule 144A Global Secured Notes and the Rule 144A Global Subordinated Notes 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. (vi) The Class C Notes shall be issued to (i) non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act that are Qualified Purchasers or (ii) Persons that are both (x) Qualified Institutional Buyers or (y) Institutional Accredited Investors and, in the case of (x) and (y) above, (a) Qualified Purchasers or (b) any corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser, in each case in uncertificated, fully registered form (each, an “Uncertificated Secured Note”), evidenced by entry in the Register, which shall be registered in the name of the beneficial owner or a nominee thereof (other than in the name of a Clearing Agency or its nominee). The Trustee shall provide to the beneficial owner, promptly after the registration of the Uncertificated Secured Note in the Register by the Registrar, a confirmation of registration substantially in the form of Exhibit A-5 hereto (each, a “Confirmation of Registration”). (vii) Except as otherwise expressly provided herein: (A) Uncertificated Secured Notes registered in the name of a Person shall be considered “held” by such Person for all purposes under this Indenture. (B) With respect to any Uncertificated Secured Note, (x) references herein to authentication and delivery of a Note shall be deemed to refer to creation of an entry for such Note in the Register and registration of such Note in the name of the owner, (y) references herein to cancellation of a Note shall be deemed to refer to deregistration of such Note and (z) references herein to the date of authentication of a Note shall refer to the date of registration of such Note in the Register in the name of the owner thereof. (C) References to execution of Notes by the Issuer, to surrender of Notes and to presentment of Notes shall be deemed not to refer to Uncertificated Secured Notes. (D) Section 2.6 shall not apply to any Uncertificated Delayed Draw Notes. (E) The Register shall be conclusive evidence of the ownership of an Uncertificated Secured Note.

Secured Notes and Subordinated Notes. (i) The Secured Notes of each Class of Secured (other than the Class A-1R Notes and the Class C Notes) sold to Qualified Purchasers that persons who are not U.S. persons in offshore transactions (as defined in Regulation S) in reliance on Regulation S that are Qualified Purchasers shall each be issued initially in the form of one temporary global permanent Global Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto hereto, in the case of the Secured Notes (each, a “Temporary "Regulation S Global Secured Note”), which shall be deposited on the Closing Date on behalf of the purchasers of such Secured Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for, and registered in the name of a nominee of, DTC for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the end of the Distribution Compliance Period, beneficial interests in each Temporary Regulation S Global Secured Note may be held only through Euroclear or Clearstream. After the expiration of the Distribution Compliance Period, beneficial interests in a Temporary Regulation S Global Secured Note shall be exchanged for an interest in one permanent global note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “Regulation S Global Secured Note”"), and shall be deposited on behalf of the subscribers for such Secured Notes represented thereby with the Trustee 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 Applicable Issuers and authenticated by the Trustee as hereinafter provided. (ii) The Secured Notes of each Class (other than the Class A-1R Notes and the Class C Notes) sold to persons that are QIB/QPs shall each be issued initially in the form of one permanent Global Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a "Rule 144A Global Secured Note") and shall be deposited on behalf of the subscribers for such Notes represented thereby with the Trustee as custodian for, and registered in the name of a nominee of, DTC, duly executed by the Applicable Issuers and authenticated by the Trustee as hereinafter provided unless such person notifies the Trustee and the Issuer in writing that it elects to receive a Certificated Secured Note and complies with all transfer requirements related to such acquisition. Any (i) Class A-1R Notes or Class C Notes, or (ii) any Secured Notes of any Class other than the Class A-1R Notes or the Class C Notes that are sold to persons that, at the time of the acquisition, purported acquisition or proposed acquisition of any such Secured Note, are Institutional Accredited Investors (or, if so elected by such persons, Qualified Institutional Buyers) and Qualified Purchasers (or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser), shall be issued in the form of definitive, fully registered notes without coupons substantially in the applicable form attached as Exhibit A-2 hereto (a "Certificated Secured Note") which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. During The Subordinated Notes and the Distribution Compliance PeriodClass C Notes sold to U.S. persons that are (i) QIB/QPs or (ii) Accredited Investors and either Qualified Purchasers, distributions due in Knowledgeable Employees with respect of a beneficial interest in a Temporary Regulation S Global Secured Note shall only be made upon delivery to the Trustee by Euroclear Issuer or Clearstreama corporation, as applicablepartnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is either a certificate (Qualified Purchaser or a “Non-U.S. Beneficial Ownership Certification”) Knowledgeable Employee with respect to the effect that Euroclear or ClearstreamIssuer shall be issued in the form of definitive, as applicable, has received a certificate fully registered notes without coupons substantially in the form of attached as Exhibit B-7 hereto. After A-3 hereto (each, a "Certificated Subordinated Note" and, together with the expiration Certificated Secured Notes, "Certificated Notes") which shall be registered in the name of the Distribution Compliance Periodbeneficial owner or a nominee thereof, distributions due in respect duly executed by the Issuer and authenticated by the Trustee upon Issuer Order as hereinafter provided. (iii) The aggregate principal amount of any beneficial interests in a Temporary Regulation S the Global Secured Note shall not Notes may from time to time be increased or decreased by adjustments made to on the holders records of such beneficial interests unless exchange for a beneficial interest in the Regulation S Global Secured Note is improperly withheld Trustee or refusedDTC or its nominee, as the case may be, as hereinafter provided.

Secured Notes and Subordinated Notes. (i) The Secured Notes of each Class of Secured Notes sold to Qualified Purchasers that or any corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser who are not U.S. persons in offshore transactions (as defined in Regulation S) in reliance on Regulation S that are Qualified Purchasers shall each be issued initially in the form of one temporary global Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “"Temporary Regulation S Global Secured Note”"), which shall be deposited on the Closing Date on behalf of the purchasers of such Secured Notes represented thereby with the Collateral Trustee, at its applicable Corporate Trust Office, as custodian for, and registered in the name of a nominee of, DTC for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the end of the Distribution Compliance Period, beneficial interests in each Temporary Regulation S Global Secured Note may be held only through Euroclear or Clearstream. After the expiration of the Distribution Compliance Period, beneficial interests in a Temporary Regulation S Global Secured Note shall be exchanged for an interest in one permanent global note Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “"Regulation S Global Secured Note”"), and shall be deposited on behalf of the subscribers for such Secured Notes represented thereby with the Collateral Trustee 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 Collateral Trustee as hereinafter provided. During the Distribution Compliance Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Global Secured Note shall only be made upon delivery to the Collateral Trustee by Euroclear or Clearstream, as applicable, of a certificate (a “"Non-U.S. Beneficial Ownership Certification”") to the effect that Euroclear or Clearstream, as applicable, has received a certificate substantially in the form of Exhibit B-7 hereto, as applicable. After the expiration of the Distribution Compliance Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Global Secured Note shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the such Regulation S Global Secured Note is improperly withheld or refused. (ii) The Notes of each Class sold to Persons that are QIB/QPs shall each be issued initially in the form of one permanent global Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto, in the case of the Secured Notes (each, a "Rule 144A Global Secured Note") and in the form of one permanent global Subordinated Note in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-2 hereto, in the case of the Subordinated Notes (each, a "Rule 144A Global Subordinated Note") and shall be deposited on behalf of the subscribers for such Notes represented thereby with the Collateral Trustee as custodian for, and registered in the name of Cede & Co., a nominee of, DTC, duly executed by the Issuer and authenticated by the Collateral Trustee as hereinafter provided. (iii) The Secured Notes sold to persons that, at the time of the acquisition, purported acquisition or proposed acquisition of any such Secured Note, are Institutional Accredited Investors (that are not Qualified Institutional Buyers) and Qualified Purchasers (or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser) shall be issued in the form of definitive, fully registered notes without coupons substantially in the applicable form attached as Exhibit A-3 hereto (a "Certificated Secured Note") which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuer and authenticated by the Collateral Trustee as hereinafter provided. (iv) The Subordinated Notes sold to U.S. Persons that are Accredited Investors (that are not Qualified Institutional Buyers) and either Qualified Purchasers, Knowledgeable Employees with respect to the Issuer, the Collateral Manager, or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is either a Qualified Purchaser or a Knowledgeable Employee with respect to the Issuer or the Collateral Manager and shall be issued in the form of definitive, fully registered notes without coupons substantially in the form attached as Exhibit A-4 hereto (each, a "Certificated Subordinated Note" and, together with the Certificated Secured Notes, "Certificated Notes") which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuer and authenticated by the Collateral Trustee as hereinafter provided. (v) The aggregate principal amount of the Regulation S Global Secured Notes, the Rule 144A Global Secured Notes and the Rule 144A Global Subordinated Notes may from time to time be increased or decreased by adjustments made on the records of the Collateral Trustee or DTC or its nominee, as the case may be, as hereinafter provided.