Common use of Secured Notes Clause in Contracts

Secured Notes. (i) The Notes sold to Persons that are not “U.S. Persons” (as defined in Regulation S) shall each be issued initially in the form of one permanent global Note per Class in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “Regulation S Global 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 for the respective accounts of Euroclear and Clearstream, duly executed by the Issuers and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. (ii) The Notes sold to Persons that are QIB/QPs shall each be issued initially in the form of one permanent global Note per Class (unless such Persons elect to receive a Certificated Note) in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “Rule 144A Global 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 Issuers and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. (iii) The Secured Notes sold to persons that are a QIB/QP, may upon request be issued in the form of one or more definitive, fully registered notes without coupons substantially in the form attached as Exhibit A hereto (a “Certificated Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuers and authenticated by the Trustee or Authenticating Agent as hereinafter provided. (iv) The aggregate principal amount of the Regulation S Global Notes and the Rule 144A Global 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. (i) The Notes sold to Persons that are not “U.S. Persons” (as defined in Regulation S) who are Qualified Purchasers shall each be issued initially in the form of one permanent global Note per Class Temporary Regulation S Global Notes, in definitive, fully registered form form, without interest coupons substantially in the form attached as Exhibit A hereto hereto, which will be (each, a “Regulation S Global Note”), and shall be or to the extent applicable have been) deposited on behalf of the subscribers for such Regulation S Global 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 Issuers Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. On or after Distribution Compliance Period, interests in Temporary Regulation S Global Notes will be exchangeable for interests in a permanent Regulation S Global Note, in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “Permanent Regulation S Global Note”) of the same class upon certification that the beneficial interests in such Temporary Regulation S Global Notes are owned by Qualified Purchasers that are not “U.S. persons”. A beneficial interest in a Temporary Regulation S Global Note will not be transferable to a Person that takes delivery in the form of an interest in a Rule 144A Global Note or a U.S. person that takes delivery of a Certificated Note during the Distribution Compliance Period. Upon the exchange of Temporary Regulation S Global Notes for Permanent Regulation S Global Notes, such Regulation S Global Note will be deposited on behalf of the subscribers for such Notes with the Trustee as custodian for DTC and registered in the name of a nominee of DTC for the respective accounts of Euroclear and Clearstream. (ii) The Notes sold to Persons that are QIB/QPs shall each be issued initially in the form of one permanent global Note per Class (unless such Persons elect to receive a Certificated Note) in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “Rule 144A Global 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 Issuers Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. (iii) The Secured Notes sold to persons that are a QIB/QPQPs, may upon request be issued in the form of one or more definitive, fully registered notes without coupons substantially in the form attached as Exhibit A hereto (a “Certificated Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuers Issuer and authenticated by the Trustee or Authenticating Agent as hereinafter provided. (iv) The aggregate principal amount of the Regulation S Global Notes and the Rule 144A Global 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. (i) The Notes sold to Persons that are not “U.S. Persons” (as defined in Regulation S) who are Qualified Purchasers shall each be issued initially in the form of one permanent global Note per Class in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “Regulation S Global Note”)Notes, 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 for the respective accounts of Euroclear and Clearstream, duly executed by the Issuers Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided; provided that Notes sold to Persons that are not “U.S. Persons” (as defined in Regulation S) who are Qualified Purchasers in an offshore transaction in reliance on Regulation S will be issued initially in the form of Temporary Global Notes, which will be exchanged for permanent Regulation S Global Notes after the Closing Date. Interests in a Temporary Global Notes or other Regulation S Global Notes may not be held at any time by a “U.S. Person” (as defined in Regulation S), and U.S. re-offers or resales of Notes offered outside the United States in reliance on Regulation S may be effected only in a transaction exempt from the registration requirements of the Securities Act and not involving directly or indirectly the Issuer or its agents, Affiliates or intermediaries. On or after the Distribution Compliance Period, interests in such Temporary Global Notes of any Class of Notes will be exchangeable for interests in permanent Regulation S Global Note of the same Class upon certification that the beneficial interests in such Temporary Global Note are owned by Qualified Purchasers that are not “U.S. Persons” (as defined in Regulation S). (ii) The Notes sold to Persons that are QIB/QPs shall each be issued initially in the form of one permanent global Note per Class (unless such Persons elect to receive a Certificated Note) in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “Rule 144A Global 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 Issuers Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. (iii) The Secured Notes sold to persons that are a QIB/QP, may upon request be issued in the form of one or more definitive, fully registered notes without coupons substantially in the form attached as Exhibit A hereto (a “Certificated Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuers Issuer and authenticated by the Trustee or Authenticating Agent as hereinafter provided. (iv) The aggregate principal amount of the Regulation S Global Notes and the Rule 144A Global 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. (i) The Notes sold to Persons that are not “U.S. Persons” (as defined in Regulation S) who are Qualified Purchasers shall each be issued initially in the form of one permanent global Note per Class Temporary Regulation S Global Notes, in definitive, fully registered form form, without interest coupons substantially in the form attached as Exhibit A hereto hereto, which will be (each, a “Regulation S Global Note”), and shall be or to the extent applicable have been) deposited on behalf of the subscribers for such Regulation S Global 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 Issuers Issuer and authenticated by the Collateral Trustee or the Authenticating Agent as hereinafter provided. On or after Distribution Compliance Period, interests in Temporary Regulation S Global Notes will be exchangeable for interests in a permanent Regulation S Global Note, in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “Permanent Regulation S Global Note”) of the same class upon certification that the beneficial interests in such Temporary Regulation S Global Notes are owned by Qualified Purchasers that are not “U.S. persons”. A beneficial interest in a Temporary Regulation S Global Note will not be transferable to a Person that takes delivery in the form of an interest in a Rule 144A Global Note or a U.S. person that takes delivery of a Certificated Note during the Distribution Compliance Period. Upon the exchange of Temporary Regulation S Global Notes for Permanent Regulation S Global Notes, such Regulation S Global Note will be deposited on behalf of the subscribers for such Notes with the Collateral Trustee as custodian for DTC and registered in the name of a nominee of DTC for the respective accounts of Euroclear and Clearstream. (ii) The Notes sold to Persons that are QIB/QPs shall each be issued initially in the form of one permanent global Note per Class (unless such Persons elect to receive a Certificated Note) in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “Rule 144A Global 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 Issuers Issuer and authenticated by the Collateral Trustee or the Authenticating Agent as hereinafter provided. (iii) The Secured Notes sold to persons that are a QIB/QPQPs, may upon request be issued in the form of one or more definitive, fully registered notes without coupons substantially in the form attached as Exhibit A hereto (a “Certificated Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuers Issuer and authenticated by the Collateral Trustee or Authenticating Agent as hereinafter provided. (iv) The aggregate principal amount of the Regulation S Global Notes and the Rule 144A Global 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.

Secured Notes. (i) The Notes sold to Persons that are not “"U.S. Persons” " (as defined in Regulation S) shall each be issued initially in the form of one permanent global Note per Class in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “"Regulation S Global 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 for the respective accounts of Euroclear and Clearstream, duly executed by the Issuers and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. (ii) The Notes sold to Persons that are QIB/QPs shall each be issued initially in the form of one permanent global Note per Class (unless such Persons elect to receive a Certificated Note) in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “"Rule 144A Global 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 Issuers and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. (iii) The Secured Notes sold to persons that are a QIB/QP, may upon request be issued in the form of one or more definitive, fully registered notes without coupons substantially in the form attached as Exhibit A hereto (a “"Certificated Note”") which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuers and authenticated by the Trustee or Authenticating Agent as hereinafter provided. (iv) The aggregate principal amount of the Regulation S Global Notes and the Rule 144A Global 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. (i) The Notes sold to Persons that are not “U.S. Persons” (as defined in Regulation S) who are Qualified Purchasers shall each be issued initially in the form of one permanent global Note per Class Temporary Regulation S Global Notes, in definitive, fully registered form form, without interest coupons substantially in the form attached as Exhibit A hereto hereto, which will be (each, a “Regulation S Global Note”), and shall be or to the extent applicable have been) deposited on behalf of the subscribers for such Regulation S Global 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 Issuers Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. On or after Distribution Compliance Period, interests in Temporary Regulation S Global Notes will be exchangeable for interests in a permanent Regulation S Global Note, in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “Permanent Regulation S Global Note”) of the same class upon certification that the beneficial interests in such Temporary Regulation S Global Notes are owned by Qualified Purchasers that are not “U.S. persons”. A beneficial interest in a Temporary Regulation S Global Note will not be transferable to a Person that takes delivery in the form of an interest in a Rule 144A Global Note or a U.S. person that takes delivery of a Certificated Note during the Distribution Compliance Period. Upon the exchange of Temporary Regulation S Global Notes for Permanent Regulation S Global Notes, such Regulation S Global Note will be deposited on behalf of the subscribers for such Notes with the Trustee as custodian for DTC and registered in the name of a nominee of DTC for the respective accounts of Euroclear and Clearstream. (ii) The Notes sold to Persons that are QIB/QPs shall each be issued initially in the form of one permanent global Note per Class (unless such Persons elect to receive a Certificated Note) in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “Rule 144A Global 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 Issuers Issuer and authenticated by the Collateral Trustee or the Authenticating Agent as hereinafter provided. (iii) The Secured Notes Debt sold to persons that are a QIB/QP, may upon request be issued or incurred in the form of one or more definitive, fully registered notes without coupons substantially in the form attached as Exhibit A hereto (a “Certificated Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuers Issuer and authenticated by the Collateral Trustee or Authenticating Agent as hereinafter provided. (iv) The aggregate principal amount of the Regulation S Global Notes and the Rule 144A Global 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.

Secured Notes. (i) The Secured Notes sold to Persons that are not ““U.S. Persons”” (as defined in Regulation S) who are Qualified Purchasers shall each be issued initially in the form of one permanent global Note per Class ClassTemporary Regulation S Global Notes, in definitive, fully registered form form, without interest coupons substantially in the applicable form attached as Exhibit A A-1 hereto (each, a “Regulation S Global Note”), and shall be, which will be (or to the extent applicable have been) deposited on behalf of the subscribers for such SecuredRegulation S Global 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 Issuers Applicable Issuer and authenticated by the Collateral Trustee or the Authenticating Agent as hereinafter provided. (ii) The . On or after Distribution Compliance Period, interests in Temporary Regulation S Global Notes sold to Persons that are QIB/QPs shall each will be issued initially exchangeable for interests in the form of one a permanent global Note per Class (unless such Persons elect to receive a Certificated Regulation S Global Note) , in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “Rule 144A Permanent Regulation S Global Note”) and shall of the same class upon certification that the beneficial interests in such Temporary Regulation S Global Notes are owned by Qualified Purchasers that are not “U.S. persons”. A beneficial interest in a Temporary Regulation S Global Note will not be transferable to a Person that takes delivery in the form of an interest in a Rule 144A Global Note or a U.S. person that takes delivery of a Certificated Note during the Distribution Compliance Period. Upon the exchange of Temporary Regulation S Global Notes for Permanent Regulation S Global Notes, such Regulation S Global Note will be deposited on behalf of the subscribers for such Notes represented thereby with the Collateral Trustee as custodian for, for DTC and registered in the name of Cede & Co., a nominee of, DTC, duly executed by of DTC for the Issuers respective accounts of Euroclear and authenticated by the Trustee or the Authenticating Agent as hereinafter providedClearstream. (iii) The Secured Notes sold to persons that are a QIB/QP, may upon request be issued in the form of one or more definitive, fully registered notes without coupons substantially in the form attached as Exhibit A hereto (a “Certificated Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuers and authenticated by the Trustee or Authenticating Agent as hereinafter provided. (iv) The aggregate principal amount of the Regulation S Global Notes and the Rule 144A Global 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. (i) The Notes sold to Persons that are not “U.S. Persons” (as defined in Regulation S) in an offshore transaction in reliance on Regulation S shall each be issued initially in the form of one permanent global Note per Class in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “Regulation S Global Note”)Notes, 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 for the respective accounts of Euroclear and Clearstream, duly executed by the Issuers and authenticated by the Trustee or the Authenticating Agent as hereinafter provided; provided that Co-Issued Notes sold to Persons that are not “U.S. Persons” (as defined in Regulation S) in an offshore transaction in reliance on Regulation S will be issued initially in the form of Temporary Global Notes, which will be exchanged for permanent Regulation S Global Notes after the Closing Date. Interests in a Temporary Global Notes or other Regulation S Global Notes may not be held at any time by a “U.S. Person” (as defined in Regulation S), and U.S. re‑offers or resales of Notes offered outside the United States in reliance on Regulation S may be effected only in a transaction exempt from the registration requirements of the Securities Act and not involving directly or indirectly the Issuer, the Co-Issuer or their agents, Affiliates or intermediaries. On or after the 40th day after the later of the Closing Date and the commencement of the offering of the Co-Issued Notes, interests in such Temporary Global Notes of any Class of Co-Issued Notes will be exchangeable for interests in permanent Regulation S Global Note of the same Class upon certification that the beneficial interests in such Temporary Global Note are owned by persons who are not “U.S. Persons” (as defined in Regulation S). (ii) The Notes sold to Persons that are QIB/QPs shall each be issued initially in the form of one permanent global Note per Class (unless such Persons elect to receive a Certificated Note) in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “Rule 144A Global 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 Issuers and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. (iii) The Secured Notes sold to persons that are a QIB/QP, may upon request be issued in the form of one or more definitive, fully registered notes without coupons substantially in the form attached as Exhibit A hereto (a “Certificated Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuers and authenticated by the Trustee or Authenticating Agent as hereinafter provided. (iv) The aggregate principal amount of the Regulation S Global Notes and the Rule 144A Global 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. (i) The Secured Notes sold to Persons that are not “U.S. Persons” (as defined in Regulation S) shall each be issued initially in the form of one permanent global Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A A-1 hereto (each, a “Regulation S Global 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 Issuers Applicable Issuer and authenticated by the Collateral Trustee or the Authenticating Agent as hereinafter provided. (ii) The Secured Notes sold to Persons that are QIB/QPs shall each be issued initially in the form of one permanent global Note per Class (unless such Persons elect to receive a Certificated Note) in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A A-1 hereto (each, a “Rule 144A Global 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 Cede & Co., a nominee of, DTC, duly executed by the Issuers Applicable Issuer and authenticated by the Collateral Trustee or the Authenticating Agent as hereinafter provided. (iii) The Secured Notes sold to persons that are a QIB/QP or any corporation, partnership, limited liability company or other entity (other than a trust), where each shareholder, partner, member or other equity owner of which is a QP, may upon request be issued in the form of one or more definitive, fully registered notes without coupons substantially in the form attached as Exhibit A A-2 hereto (a “Certificated Secured Note”) which shall be registered in the name of the beneficial owner or a nominee thereofxxxxxxx, duly executed by the Issuers Applicable Issuer and authenticated by the Collateral Trustee or Authenticating Agent as hereinafter provided. (iv) The aggregate principal amount of the Regulation S Global Notes and the Rule 144A Global 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.

Secured Notes. (i) The Notes sold to Persons that are not “U.S. Persons” (as defined in Regulation S) and are also Qualified Purchasers shall each be issued initially in the form of one permanent global Note permanentTemporary Regulation S gGlobal Notes per Class in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “Regulation S Global Note”), and shall be, which will be (or to the extent applicable have been) deposited on behalf of the subscribers for such Regulation S Global 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 Issuers and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. On or after Distribution Compliance Period, interests in Temporary Regulation S Global Notes will be exchangeable for interests in a permanent Regulation S Global Note, in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “Permanent Regulation S Global Note”) of the same class upon certification that the beneficial interests in such Temporary Regulation S Global Notes are owned by Qualified Purchasers that are not “U.S. persons”. A beneficial interest in a Temporary Regulation S Global Note will not be transferable to a Person that takes delivery in the form of an interest in a Rule 144A Global Note or a U.S. person that takes delivery of a Certificated Note during the Distribution Compliance Period. Upon the exchange of Temporary Regulation S Global Notes for Permanent Regulation S Global Notes, such Regulation S Global Note will be deposited on behalf of the subscribers for such Notes with the Trustee as custodian for DTC and registered in the name of a nominee of DTC for the respective accounts of Euroclear and Clearstream. (ii) The Notes sold to Persons that are QIB/QPs shall each be issued initially in the form of one permanent global Note per Class (unless such Persons elect to receive a Certificated Note) in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “Rule 144A Global 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 Issuers and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. (iii) The Secured Notes sold to persons that are a QIB/QP, may upon request be issued in the form of one or more definitive, fully registered notes without coupons substantially in the form attached as Exhibit A hereto (a “Certificated Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuers and authenticated by the Trustee or Authenticating Agent as hereinafter provided. (iv) The aggregate principal amount of the Regulation S Global Notes and the Rule 144A Global 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. (i) The Notes sold to Persons that are not “U.S. Persons” (as defined in Regulation S) in an offshore transaction in reliance on Regulation S shall each be issued initially in the form of one permanent global Note per Class in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “Regulation S Global Note”)Notes, 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 for the respective accounts of Euroclear and Clearstream, duly executed by the Issuers and authenticated by the Trustee or the Authenticating Agent as hereinafter provided; provided that Co-Issued Notes sold to Persons that are not “U.S. Persons” (as defined in Regulation S) in an offshore transaction in reliance on Regulation S will be issued initially in the form of Temporary Global Notes, which will be exchanged for permanent Regulation S Global Notes after the Closing Date. Interests in a Temporary Global Notes or other Regulation S Global Notes may not be held at any time by a “U.S. Person” (as defined in Regulation S), and U.S. re-offers or resales of Notes offered outside the United States in reliance on Regulation S may be effected only in a transaction exempt from the registration requirements of the Securities Act and not involving directly or indirectly the Issuer, the Co-Issuer or their agents, Affiliates or intermediaries. On or after the 40th day after the later of the Closing Date and the commencement of the offering of the Co-Issued Notes, interests in such Temporary Global Notes of any Class of Co-Issued Notes will be exchangeable for interests in permanent Regulation S Global Note of the same Class upon certification that the beneficial interests in such Temporary Global Note are owned by persons who are not “U.S. Persons” (as defined in Regulation S). (ii) The Notes sold to Persons that are QIB/QPs shall each be issued initially in the form of one permanent global Note per Class (unless such Persons elect to receive a Certificated Note) in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “Rule 144A Global 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 Issuers and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. (iii) The Secured Notes sold to persons that are a QIB/QP, may upon request be issued in the form of one or more definitive, fully registered notes without coupons substantially in the form attached as Exhibit A hereto (a “Certificated Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuers and authenticated by the Trustee or Authenticating Agent as hereinafter provided. (iv) The aggregate principal amount of the Regulation S Global Notes and the Rule 144A Global 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. (i) The Secured Notes sold to Persons that are not “U.S. Persons” (as defined in Regulation S) shall each be issued initially in the form of one permanent global Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A A-1 hereto (each, a “Regulation S Global 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 Issuers Applicable Issuer and authenticated by the Collateral Trustee or the Authenticating Agent as hereinafter provided. (ii) The Secured Notes sold to Persons that are QIB/QPs shall each be issued initially in the form of one permanent global Note per Class (unless such Persons elect to receive a Certificated Note) in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A A-1 hereto (each, a “Rule 144A Global 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 Cede & Co., a nominee of, DTC, duly executed by the Issuers Applicable Issuer and authenticated by the Collateral Trustee or the Authenticating Agent as hereinafter provided. (iii) The Secured Notes sold to persons that are a QIB/QP or any corporation, partnership, limited liability company or other entity (other than a trust), where each shareholder, partner, member or other equity owner of which is a QP, may upon request be issued in the form of one or more definitive, fully registered notes without coupons substantially in the form attached as Exhibit A 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 Issuers Applicable Issuer and authenticated by the Collateral Trustee or Authenticating Agent as hereinafter provided. (iv) The aggregate principal amount of the Regulation S Global Notes and the Rule 144A Global 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.

Secured Notes. (i) The Notes sold to Persons that are not “U.S. Persons” (as defined in Regulation S) who are Qualified Purchasers shall each be issued initially in the form of one permanent global Note per Class Temporary Regulation S Global Notes, in definitive, fully registered form form, without interest coupons substantially in the form attached as Exhibit A hereto hereto, which will be (each, a “Regulation S Global Note”), and shall be or to the extent applicable have been) deposited on behalf of the subscribers for such Regulation S Global 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 Issuers Issuer and authenticated by the Collateral Trustee or the Authenticating Agent as hereinafter provided. On or after Distribution Compliance Period, interests in Temporary Regulation S Global Notes will be exchangeable for interests in a permanent Regulation S Global Note, in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “Permanent Regulation S Global Note”) of the same class upon certification that the beneficial interests in such Temporary Regulation S Global Notes are owned by Qualified Purchasers that are not “U.S. persons”. A beneficial interest in a Temporary Regulation S Global Note will not be transferable to a Person that takes delivery in the form of an interest in a Rule 144A Global Note or a U.S. person that takes delivery of a Certificated Note during the Distribution Compliance Period. Upon the exchange of Temporary Regulation S Global Notes for Permanent Regulation S Global Notes, such Regulation S Global Note will be deposited on behalf of the subscribers for such Notes with the Collateral Trustee as custodian for DTC and registered in the name of a nominee of DTC for the respective accounts of Euroclear and Clearstream. (ii) The Notes sold to Persons that are QIB/QPs shall each be issued initially in the form of one permanent global Note per Class (unless such Persons elect to receive a Certificated Note) in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “Rule 144A Global 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 Issuers Issuer and authenticated by the Collateral Trustee or the Authenticating Agent as hereinafter provided. (iii) The Secured Notes Debt sold to persons that are a QIB/QPQPs, may upon request be issued in the form of one or more definitive, fully registered notes without coupons substantially in the form attached as Exhibit A hereto (a “Certificated Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuers Issuer and authenticated by the Collateral Trustee or Authenticating Agent as hereinafter provided. (iv) The aggregate principal amount of the Regulation S Global Notes and the Rule 144A Global 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.

Secured Notes. (i) The Notes sold to Persons that are not “U.S. Persons” (as defined in Regulation S) in offshore transactions (as defined in Regulation S) who are 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 each be issued initially in the form of one permanent global Note per Class Temporary Regulation S Global Notes, in definitive, fully registered form form, without interest coupons substantially in the form attached as Exhibit A hereto hereto, which will be (each, a “Regulation S Global Note”), and shall be or to the extent applicable have been) deposited on behalf of the subscribers for such Regulation S Global 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 Issuers Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. On or after Distribution Compliance Period, interests in Temporary Regulation S Global Notes will be exchangeable for interests in permanent Regulation S Global Notes, in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “Permanent Regulation S Global Note”) of the same class upon certification that the beneficial interests in such Temporary Regulation S Global Notes are owned by 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 are not “U.S. persons”. A beneficial interest in a Regulation S Global Note will not be transferable to a Person that takes delivery in the form of an interest in a Rule 144A Global Note or a U.S. person that takes delivery of a Certificated Note during the Distribution Compliance Period. Upon the exchange of Temporary Regulation S Global Notes for Permanent Regulation S Global Notes, such Regulation S Global Note will be deposited on behalf of the subscribers for such Notes with the Trustee as custodian for DTC and registered in the name of a nominee of DTC for the respective accounts of Euroclear and Clearstream. (ii) The Notes sold to Persons that are QIB/QPs shall each be issued initially in the form of one permanent global Note per Class (unless such Persons elect to receive a Certificated Note) in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “Rule 144A Global 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 Issuers Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided.provided unless such person notifies the Trustee and the Issuer in writing that it elects to receive a Certificated Note and complies with all transfer requirements related to such acquisition (iii) The Secured Notes Debt sold to persons that that, at the time of the acquisition, purported acquisition or proposed acquisition of any such Note, are Institutional Accredited Investors (or, if so elected by such persons, Qualified Institutional Buyers) and Qualified Purchasers (or a QIB/QPcorporation, may upon request 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 or incurred in the form of one or more definitive, fully registered notes without coupons substantially in the applicable form attached as Exhibit A hereto (a “Certificated Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuers Issuer and authenticated by the Trustee or Authenticating Agent as hereinafter provided. (iv) The aggregate principal amount of the Regulation S Global Notes and the Rule 144A Global 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. (i) The Notes sold to Persons that are not “U.S. Persons” (as defined in Regulation S) in an offshore transaction in reliance on Regulation Swho are Qualified Purchasers shall each be issued initially in the form of one permanent global Note per Class in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “Regulation S Global Note”)Notes, 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 for the respective accounts of Euroclear and Clearstream, duly executed by the Issuers and authenticated by the Trustee or the Authenticating Agent as hereinafter provided; provided that Co-Issued Notes sold to Persons that are not “U.S. Persons” (as defined in Regulation S) who are Qualified Purchasers in an offshore transaction in reliance on Regulation S will be issued initially in the form of Temporary Global Notes, which will be exchanged for permanent Regulation S Global Notes after the Closing Date. Interests in a Temporary Global Notes or other Regulation S Global Notes may not be held at any time by a “U.S. Person” (as defined in Regulation S), and U.S. re-offers or resales of Notes offered outside the United States in reliance on Regulation S may be effected only in a transaction exempt from the registration requirements of the Securities Act and not involving directly or indirectly the Issuer, the Co-Issuer or theirits agents, Affiliates or intermediaries. On or after the 40th day after the later of the Closing Date and the commencement of the offering of the Co-Issued NotesDistribution Compliance Period, interests in such Temporary Global Notes of any Class of Co-Issued Notes will be exchangeable for interests in permanent Regulation S Global Note of the same Class upon certification that the beneficial interests in such Temporary Global Note are owned by persons whoQualified Purchasers that are not “U.S. Persons” (as defined in Regulation S). (ii) The Notes sold to Persons that are QIB/QPs shall each be issued initially in the form of one permanent global Note per Class (unless such Persons elect to receive a Certificated Note) in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “Rule 144A Global 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 Issuers and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. (iii) The Secured Notes sold to persons that are a QIB/QP, may upon request be issued in the form of one or more definitive, fully registered notes without coupons substantially in the form attached as Exhibit A hereto (a “Certificated Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuers and authenticated by the Trustee or Authenticating Agent as hereinafter provided. (iv) The aggregate principal amount of the Regulation S Global Notes and the Rule 144A Global 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. (i) The Notes sold to Persons that are not “U.S. Persons” (as defined in Regulation S) who are Qualified Purchasers shall each be issued initially in the form of one permanent global Note per Class in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “Regulation S Global Note”)Notes, 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 a nominee of, DTC for the respective accounts of Euroclear and Clearstream, duly executed by the Issuers Issuer and authenticated by the Collateral Trustee or the Authenticating Agent as hereinafter provided; provided that Notes sold to Persons that are not “U.S. Persons” (as defined in Regulation S) who are Qualified Purchasers in an offshore transaction in reliance on Regulation S will be issued initially in the form of Temporary Global Notes, which will be exchanged for permanent Regulation S Global Notes after the Closing Date. Interests in a Temporary Global Notes or other Regulation S Global Notes may not be held at any time by a “U.S. Person” (as defined in Regulation S), and U.S. re-offers or resales of Notes offered outside the United States in reliance on Regulation S may be effected only in a transaction exempt from the registration requirements of the Securities Act and not involving directly or indirectly the Issuer or its agents, Affiliates or intermediaries. On or after the Distribution Compliance Period, interests in such Temporary Global Notes of any Class of Notes will be exchangeable for interests in permanent Regulation S Global Note of the same Class upon certification that the beneficial interests in such Temporary Global Note are owned by Qualified Purchasers that are not “U.S. Persons” (as defined in Regulation S). (ii) The Notes sold to Persons that are QIB/QPs shall each be issued initially in the form of one permanent global Note per Class (unless such Persons elect to receive a Certificated Note) in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “Rule 144A Global 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 Issuers Issuer and authenticated by the Collateral Trustee or the Authenticating Agent as hereinafter provided. (iii) The Secured Notes Debt sold to persons that are a QIB/QP, may upon request be issued or incurred in the form of one or more definitive, fully registered notes without coupons substantially in the form attached as Exhibit A hereto (a “Certificated Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuers Issuer and authenticated by the Collateral Trustee or Authenticating Agent as hereinafter provided. (iv) The aggregate principal amount of the Regulation S Global Notes and the Rule 144A Global 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.

Secured Notes. (i) The Notes sold to Persons that are not “U.S. Persons” (as defined in Regulation S) who are Qualified Purchasers shall each be issued initially in the form of one permanent global Note per Class Temporary Regulation S Global Notes, in definitive, fully registered form form, without interest coupons substantially in the form attached as Exhibit A hereto hereto, which will be (each, a “Regulation S Global Note”), and shall be or to the extent applicable have been) deposited on behalf of the subscribers for such Regulation S Global 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 Issuers Issuer and authenticated by the Collateral Trustee or the Authenticating Agent as hereinafter provided. On or after Distribution Compliance Period, interests in Temporary Regulation S Global Notes will be exchangeable for interests in a permanent Regulation S Global Note, in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “Permanent Regulation S Global Note”) of the same class upon certification that the beneficial interests in such Temporary Regulation S Global Notes are owned by Qualified Purchasers that are not “U.S. persons”. A beneficial interest in a Temporary Regulation S Global Note will not be transferable to a Person that takes delivery in the form of an interest in a Rule 144A Global Note or a U.S. person that takes delivery of a Certificated Note during the Distribution Compliance Period. Upon the exchange of Temporary Regulation S Global Notes for Permanent Regulation S Global Notes, such Regulation S Global Note will be deposited on behalf of the subscribers for such Notes with the Collateral Trustee as custodian for DTC and registered in the name of a nominee of DTC for the respective accounts of Euroclear and Clearstream. (ii) The Notes sold to Persons that are QIB/QPs shall each be issued initially in the form of one permanent global Note per Class (unless such Persons elect to receive a Certificated Note) in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “Rule 144A Global 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 Issuers Issuer and authenticated by the Collateral Trustee or the Authenticating Agent as hereinafter provided. (iii) The Secured Notes Debt sold to persons that are a QIB/QPQPs, may upon request be issued or incurred in the form of one or more definitive, fully registered notes without coupons substantially in the form attached as Exhibit A hereto (a “Certificated Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuers Issuer and authenticated by the Collateral Trustee or Authenticating Agent as hereinafter provided. (iv) The aggregate principal amount of the Regulation S Global Notes and the Rule 144A Global 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.