Common use of Rule 144A Global Notes Clause in Contracts

Rule 144A Global Notes. (A) The Class A-1 Notes sold to Persons that are initial purchasers that are also both (A) a Qualified Purchaser or an entity owned (or in the case of Qualified Purchasers, beneficially owned) by one or more Qualified Purchasers and (B)(I) a Qualified Institutional Buyer or (II) an Accredited Investor who is purchasing such Class A-1 Notes in a non-public transaction shall be issued initially in the form of one permanent global note, in definitive, fully registered form without interest coupons, substantially in the form attached as Exhibit A1 hereto (the Class A-1 Rule 144A Global Note) and shall be deposited on behalf of the subscribers for such Class A-1 Notes represented thereby with the Bank as custodian for, and registered in the name of a nominee of, DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (B) The Class A-2 Notes sold to Persons that are initial purchasers that are also both (A) a Qualified Purchaser or an entity owned (or in the case of Qualified Purchasers, beneficially owned) by one or more Qualified Purchasers and (B)(I) a Qualified Institutional Buyer or (II) an Accredited Investor who is purchasing such Class A-2 Notes in a non-public transaction shall be issued initially in the form of one permanent global note, in definitive, fully registered form without interest coupons, substantially in the form attached as Exhibit A3 hereto (the Class A-2 Rule 144A Global Note) and shall be deposited on behalf of the subscribers for such Class A-2 Notes represented thereby with the Bank as custodian for, and registered in the name of a nominee of, DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (ii) 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.

Rule 144A Global Notes. (A) The Class A-1 Notes sold to Persons that are initial purchasers that are also both (A) a Qualified Purchaser or an entity owned (or in the case of Qualified Purchasers, beneficially owned) by one or more Qualified Purchasers and (B)(I) a Qualified Institutional Buyer or (II) an Accredited Investor who is purchasing such Class A-1 Notes in a non-public transaction shall be issued initially in the form of one permanent global note, in definitive, fully registered form without interest coupons, substantially in the form attached as Exhibit A1 hereto (the Class A-1 Rule 144A Global Note) and shall be deposited on behalf of the subscribers for such Class A-1 Notes represented thereby with the Bank as custodian for, and registered in the name of a nominee of, DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (B) [Reserved]. (ii) [Reserved]. (iii) The Class A-2 A-R Notes offered and sold in offshore transactions in reliance on Regulation S to persons who are not U.S. Persons that are initial purchasers that are also both (each a Regulation S Class A-R Note) a Qualified Purchaser or an entity owned (or in the case of Qualified Purchasers, beneficially owned) by one or more Qualified Purchasers and (B)(I) a Qualified Institutional Buyer or (II) an Accredited Investor who is purchasing such Class A-2 Notes in a non-public transaction shall be issued initially in the form of one permanent global noteor more certificated securities in definitive, fully Registered Form, without interest coupons and with the applicable legends set forth in Exhibit A5 hereto, as applicable, which shall be registered in the name of the Holder or a nominee thereof and duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Class A-R Notes offered and sold in the United States pursuant to an exemption from the registration requirements of the Securities Act (each, a Restricted Class A-R Note) shall be issued in the form of one or more certificated securities in definitive, fully registered form form, without interest couponscoupons and with the applicable legends set forth in Exhibit A5 hereto, substantially in the form attached as Exhibit A3 hereto (the Class A-2 Rule 144A Global Note) and which shall be deposited on behalf of the subscribers for such Class A-2 Notes represented thereby with the Bank as custodian for, and registered in the name of the Holder or a nominee of, DTC, thereof and duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (iic) The aggregate principal amount Issuer in issuing the Notes shall use “CUSIP,” “ISIN” or “private placement” numbers (if then generally in use), and, if so, the Issuer will indicate the “CUSIP,” “ISIN” or “private placement” numbers of the Regulation S Global Notes and the Rule 144A Global Notes may from time in related materials as a convenience 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 providedHolders.

Rule 144A Global Notes. (A) The Class A-1 A Notes sold to Persons that are initial purchasers that are also both (A) a Qualified Purchaser or an entity owned (or in the case of Qualified Purchasers, beneficially owned) by one or more Qualified Purchasers and (B)(I) a Qualified Institutional Buyer or (II) an Accredited Investor who is purchasing such Class A-1 A Notes in a non-public transaction shall be issued initially in the form of one permanent global note, in definitive, fully registered form without interest coupons, substantially in the form attached as Exhibit A1 hereto (the Class A-1 A Rule 144A Global Note) and shall be deposited on behalf of the subscribers for such Class A-1 A Notes represented thereby with the Bank as custodian for, and registered in the name of a nominee of, DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (B) The Class A-2 Notes sold to Persons that are initial purchasers that are also both (A) a Qualified Purchaser or an entity owned (or in the case of Qualified Purchasers, beneficially owned) by one or more Qualified Purchasers and (B)(I) a Qualified Institutional Buyer or (II) an Accredited Investor who is purchasing such Class A-2 Notes in a non-public transaction shall be issued initially in the form of one permanent global note, in definitive, fully registered form without interest coupons, substantially in the form attached as Exhibit A3 hereto (the Class A-2 Rule 144A Global Note) and shall be deposited on behalf of the subscribers for such Class A-2 Notes represented thereby with the Bank as custodian for, and registered in the name of a nominee of, DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. (ii) . 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. (c) The Issuer in issuing the Notes shall use "CUSIP," "ISIN" or "private placement" numbers (if then generally in use), and, if so, the Issuer will indicate the "CUSIP," "ISIN" or "private placement" numbers of the Notes in related materials as a convenience to Holders. (d) This Section 2.2(d) shall apply only to Global Notes deposited with or for account of DTC. The provisions of the "Operating Procedures of the Euroclear System" of Euroclear and the "Terms and Conditions Governing Use of Participants" of Clearstream, respectively, will be applicable to the Global Notes insofar as interests in such Global Notes are held by the Agent Members of Euroclear or Clearstream, as the case may be. Agent Members shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Bank, as custodian for DTC and DTC may be treated by the Issuer, the Trustee, and any agent of the Issuer or the Trustee as the absolute owner of such Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note. (e) With respect to Global Notes, in connection with any acquisition of Portfolio Assets during the Ramp-Up Period by the Issuer in accordance with Article 12, and following the completion of a DWAC Funding Process as notified by the Valuation Agent to the Issuer (and the Trustee), the Bank, as custodian for