Common use of (n) Clause in Contracts

(n). Upon receipt by the Note Registrar at the Corporate Trust Office of (1) the Physical Note to be transferred with an instrument of assignment and transfer, (2) written instructions given in accordance with the Applicable Procedures from the Holder of such Physical Note directing the Note Registrar to credit or cause to be credited to the applicable Participant’s account a beneficial interest in such Regulation S Global Note or such Rule 144A Global Note, as the case may be, in an amount equal to the Note balance of the Physical Note to be so transferred, (3) a written order given in accordance with the Applicable Procedures containing information regarding the account of the DTC Participant (and, in the case of any transfer pursuant to Regulation S, the Euroclear or Clearstream account, as the case may be) to be credited with such beneficial interest, and (4) (x) a certificate in the form of Exhibit F or Exhibit H, as applicable, hereto, given by the Holder of such Physical Note, if delivery is to be taken in the form of a beneficial interest in the Regulation S Global Note or (y) a Rule 144A Certification from the transferee to the effect that such transferee is a Qualified Institutional Buyer who is a Qualified Purchaser, if delivery is to be taken in the form of a beneficial interest in the Rule 144A Global Note, the Note Registrar shall cancel such Physical Note, execute and deliver a new Physical Note for that portion, if any, of the Note balance of the Physical Note not so transferred, registered in the name of the Holder, and the Note Registrar shall instruct DTC to increase the denomination of the Regulation S Global Note or the Rule 144A Global Note, as the case may be, by the Note balance of the Physical Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who, in the case of any increase in the Regulation S Global Note during the Distribution Compliance Period, shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a corresponding Note balance of the Rule 144A Global Note or the Regulation S Global Note, as the case may be. Under no circumstances may an Institutional Accredited Investor that is not a Qualified Institutional Buyer take delivery in the form of a beneficial interest in a Global Note.

(n). Upon receipt by the Note Registrar at the Corporate Trust Office of (1) the Physical Individual Note to be transferred with an instrument of assignment and transfer, (2) written instructions given in accordance with the Applicable Procedures from the Holder of such Physical Individual Note directing the Note Registrar to credit or cause to be credited to the applicable Participant’s account a beneficial interest in such Regulation S Global Note or such Rule 144A Global Note, as the case may be, in an amount equal to the Note balance of the Physical Individual Note to be so transferred, (3) a written order given in accordance with the Applicable Procedures containing information regarding the account of the DTC Participant (and, in the case of any transfer pursuant to Regulation S, the Euroclear or Clearstream account, as the case may be) to be credited with such beneficial interest, and (4) (x) a certificate in the form of Exhibit F or Exhibit H, as applicable, hereto, given by the Holder of such Physical Individual Note, if delivery is to be taken in the form of a beneficial interest in the Regulation S Global Note or (y) a Rule 144A Certification from the transferee to the effect that such transferee is a Qualified Institutional Buyer who is a Qualified Purchaser, if delivery is to be taken in the form of a beneficial interest in the Rule 144A Global Note, the Note Registrar shall cancel such Physical Individual Note, execute and deliver a new Physical Individual Note for that portion, if any, of the Note balance of the Physical Individual Note not so transferred, registered in the name of the Holder, and the Note Registrar shall instruct DTC to increase the denomination of the Regulation S Global Note or the Rule 144A Global Note, as the case may be, by the Note balance of the Physical Individual Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who, in the case of any increase in the Regulation S Global Note during the Distribution Compliance Period, shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a corresponding Note balance of the Rule 144A Global Note or the Regulation S Global Note, as the case may be. Under no circumstances may an Institutional Accredited Investor that is not a Qualified Institutional Buyer take delivery in the form of a beneficial interest in a Global Note and under no circumstances may a Class C Note sold to a U.S. Person or any Subordinated Note be issued other than in the form of an Individual Note.

(n). Upon receipt by the Note Registrar at the Corporate Trust Office of (1) the Physical Individual Note to be transferred with an instrument of assignment and transfer, (2) written instructions given in accordance with the Applicable Procedures from the Holder of such Physical Note a Depository Participant directing the Note Registrar to credit or cause to be credited to the applicable another specified Depository Participant’s account a beneficial interest in such Regulation S Global Note or such Rule 144A Global Note, as the case may be, in an amount equal to the Note balance denomination of the Physical Individual Note to be so transferred, (3) a written order given in accordance with the Applicable Procedures containing information regarding the account of the DTC Participant (and, in the case of any transfer pursuant to Regulation S, the Euroclear or Clearstream account, as the case may be) to be credited with such beneficial interest, and (4) (x) if delivery is to be taken in the form of a beneficial interest in the Regulation S Global Note, a certificate in the form of Exhibit F or Exhibit H, as applicable, H hereto, given by the Holder of Beneficial Owner that is transferring such Physical Noteinterest, if delivery is to be taken in the form of a beneficial interest in the Regulation S Global Note or (y) a Rule 144A Certification Transferee Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer who is a Qualified Purchaser, if delivery is to be taken in the form of a beneficial interest in the Rule 144A Global Note, the Note Registrar shall cancel such Physical Individual Note, execute and deliver a new Physical Individual Note for that portion, if any, of the Note balance denomination of the Physical Individual Note not so transferred, registered in the name of the Holder, and the Note Registrar shall instruct DTC to increase the denomination of the Regulation S Global Note or the Rule 144A Global Note, as the case may be, by the Note balance denomination of the Physical Individual Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who, in the case of any increase in the Regulation S Global Note during the Distribution Compliance Period, shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a corresponding Note balance denomination of the Rule 144A Global Note or the Regulation S Global Note, as the case may be. Under It is the intent of the foregoing that under no circumstances may an Institutional Accredited Investor that is not a Qualified Institutional Buyer take delivery in the form of a beneficial interest in a Global Note and that no Class A-2 Note or Class F Note shall be issued other tha n in the form of an Individual Note.

(n). Upon receipt by the Note Registrar at the Corporate Trust Office of (1) the Physical Individual Note to be transferred with an instrument of assignment and transfer, (2) written instructions given in accordance with the Applicable Procedures from the Holder of such Physical Note a DTC Participant directing the Note Registrar to credit or cause to be credited to the applicable another specified DTC Participant’s account a beneficial interest in such Regulation S Global Note or such Rule 144A Global Note, as the case may be, in an amount equal to the Note balance denomination of the Physical Individual Note to be so transferred, (3) a written order given in accordance with the Applicable Procedures containing information regarding the account of the DTC Participant (and, in the case of any transfer pursuant to Regulation S, the Euroclear or Clearstream account, as the case may be) to be credited with such beneficial interest, and (4) (x) if delivery is to be taken in the form of a beneficial interest in the Regulation S Global Note, a certificate in the form of Exhibit F or Exhibit H, as applicable, H hereto, given by the Holder of Beneficial Owner that is transferring such Physical Noteinterest, if delivery is to be taken in the form of a beneficial interest in the Regulation S Global Note or (y) a Rule 144A Certification Transferee Letter from the transferee of such interest to the effect that such transferee is a Qualified Institutional Buyer who is a Qualified Purchaser, if delivery is to be taken in the form of a beneficial interest in the Rule 144A Global Note, the Note Registrar shall cancel such Physical Individual Note, execute and deliver a new Physical Individual Note for that portion, if any, of the Note balance denomination of the Physical Individual Note not so transferred, registered in the name of the Holder, and the Note Registrar shall instruct DTC to increase the denomination of the Regulation S Global Note or the Rule 144A Global Note, as the case may be, by the Note balance denomination of the Physical Individual Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who, in the case of any increase in the Regulation S Global Note during the Distribution Compliance Period, shall be a Depository DTC Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a corresponding Note balance denomination of the Rule 144A Global Note or the Regulation S Global Note, as the case may be. Under It is the intent of the foregoing that under no circumstances may an Institutional Accredited Investor that is not a Qualified Institutional Buyer take delivery in the form of a beneficial interest in a Global Note.

(n). Upon receipt by the Note Registrar at the Corporate Trust Office of (1) the Physical Note to be transferred with an instrument of assignment and transfer, (2) written instructions given in accordance with the Applicable Procedures from the Holder of such Physical Note directing the Note Registrar to credit or cause to be credited to the applicable Participant’s account a beneficial interest in such Regulation S Global Note or such Rule 144A Global Note, as the case may be, in an amount equal to the Note balance of the Physical Note to be so transferred, (3) a written order given in accordance with the Applicable Procedures containing information regarding the account of the DTC Participant (and, in the case of any transfer pursuant to Regulation S, the Euroclear or Clearstream account, as the case may be) to be credited with such beneficial interest, and (4) (x) a certificate in the form of Exhibit F or Exhibit H, as applicable, hereto, given by the Holder of such Physical Note, if delivery is to be taken in the form of a beneficial interest in the Regulation S Global Note or (y) a Rule 144A Certification from the transferee to the effect that such transferee is a Qualified Institutional Buyer who is a Qualified Purchaser, if delivery is to be taken in the form of a beneficial interest in the Rule 144A Global Note, the Note Registrar shall cancel such Physical Note, execute and deliver a new Physical Note for that portion, if any, of the Note balance of the Physical Note not so transferred, registered in the name of the Holder, and the Note Registrar shall instruct DTC to increase the denomination of the Regulation S Global Note or the Rule 144A Global Note, as the case may be, by the Note balance of the Physical Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who, in the case of any increase in the Regulation S Global Note during the Distribution Compliance Period, shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a corresponding Note balance of the Rule 144A Global Note or the Regulation S Global Note, as the case may be. Under no circumstances may an Institutional Accredited Investor that is not a Qualified Institutional Buyer take delivery in the form of a beneficial interest in a Global Note.

(n). Upon receipt by the Note Registrar at the Corporate Trust Office of (1) the Physical Individual Note to be transferred with an instrument of assignment and transfer, (2) written instructions given in accordance with the Applicable Procedures from the Holder of such Physical Note a Depository Participant directing the Note Registrar to credit or cause to be credited to the applicable another specified Depository Participant’s account a beneficial interest in such Regulation S Global Note or such Rule 144A Global Note, as the case may be, in an amount equal to the Note balance denomination of the Physical Individual Note to be so transferred, (3) a written order given in accordance with the Applicable Procedures containing information regarding the account of the DTC Participant (and, in the case of any transfer pursuant to Regulation S, the Euroclear or Clearstream account, as the case may be) to be credited with such beneficial interest, and (4) (x) if delivery is to be taken in the form of a beneficial interest in the Regulation S Global Note, a certificate in the form of Exhibit F or Exhibit H, as applicable, H hereto, given by the Holder of Beneficial Owner that is transferring such Physical Noteinterest, if delivery is to be taken in the form of a beneficial interest in the Regulation S Global Note or (y) a Rule 144A Certification Transferee Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer who is a Qualified Purchaser, if delivery is to be taken in the form of a beneficial interest in the Rule 144A Global Note, the Note Registrar shall cancel such Physical Individual Note, execute and deliver a new Physical Individual Note for that portion, if any, of the Note balance denomination of the Physical Individual Note not so transferred, registered in the name of the Holder, and the Note Registrar shall instruct DTC to increase the denomination of the Regulation S Global Note or the Rule 144A Global Note, as the case may be, by the Note balance denomination of the Physical Individual Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who, in the case of any increase in the Regulation S Global Note during the Distribution Compliance Period, shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a corresponding Note balance denomination of the Rule 144A 144 A Global Note or the Regulation S Global Note, as the case may be. Under It is the intent of the foregoing that under no circumstances may an Institutional Accredited Investor that is not a Qualified Institutional Buyer take delivery in the form of a beneficial interest in a Global Note and that no Class A-2 Note or Class F Note shall be issued other than in the form of an Individual Note.