Common use of ¨ Check if Transfer is Pursuant to Other Exemption Clause in Contracts

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: Endo Finance LLC Endo Xxxxx Inc. c/o Endo Health Solutions Inc. 0000 Xxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxxxxx 00000 Xxxxx Fargo Bank, National Association DAPS Reorg MAC N9303-121 000-0xx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Re: 7.25% Senior Notes due 2022 Reference is hereby made to the Indenture, dated as of May 6, 2014 (the “Indenture”), among Endo Finance LLC and Endo Xxxxx Inc. (collectively, the “Issuers”), the Guarantors party thereto and Xxxxx Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Endo International PLC)

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¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: Endo : 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP ), or (ii) ¨ Regulation S Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP ), or (ii) ¨ Regulation S Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Tesoro Logistics XX Xxxxxx Logistics Finance LLC Endo Xxxxx Inc. c/o Endo Health Solutions Inc. 0000 Corp. 00000 Xxxxxxxxx Xxxxxxx Xxxxx Xxx Xxxxxxx, Xxxxxxxxxxxx 00000 Xxxxx Fargo Bank, 00000-0000 U.S. Bank National Association DAPS Reorg MAC N9303-121 000-0xx 000 Xxxxxxxx Xxxxxx Xxxxx XxxxxxxxxxxSuite 550 Detroit, Xxxxxxxxx 00000 Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Michigan 48226 Re: 7.256.125% Senior Notes due 2022 2021 (CUSIP 88160Q AB92) Reference is hereby made to the Indenture, dated as of May 6August 1, 2014 2013 (the “Indenture”), among Endo Tesoro Logistics LP, a Delaware limited partnership (“TLLP”), and Tesoro Logistics Finance LLC and Endo Xxxxx Inc. Corp., a Delaware corporation (collectively“Finance Corp.” and, together with TLLP, the “Issuers”), the Guarantors party thereto and Xxxxx Fargo Bank, U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Tesoro Logistics Lp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and the securities laws of any other applicable jurisdiction and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Restricted Notes Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Restricted Notes Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: Endo Finance LLC Endo ______________________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP _________), or (ii) ¨ Regulation S Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP _________), or (ii) ¨ Regulation S Global Note (CUSIP _________), or (iii) ¨ Unrestricted Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, Xxxx Xxxxxx Holdings, Inc. 590 X. Xxxxxxxxxx Xxxx Xxxxx, Xxxxx Inc. c/o Endo Health Solutions Inc. 0000 Xxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxxxxx 00000 Xxxxx Fargo Bank, National Association DAPS Reorg MAC N9303-121 000-0xx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Telephone No.Xacsimile: (000) 000-0000 Facsimile No.Attention: (General Counsel Xxxxx Fargo Bank, National Association Attn: Corporate Trust – DAPS Reorg 600 Xxxxxx Xxxxxx Xxxxx, 0xx Xxxxx MAC N9000-000 Xxxxxxxxxxx, XX 00000 Phone: 0-000) -000-0000 Facsimile: 0-000-000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Re: 7.25% Senior Notes due 2022 xxxxxxxxx@xxxxxxxxxx.xxx Reference is hereby made to the Indenture, dated as of May 612, 2014 2020 (the “Indenture”), among Endo Finance LLC and Endo Xxxxx Inc. Xxxx Xxxxxx Holdings, Inc., as issuer (collectively, the “IssuersCompany”), the Guarantors party thereto and Xxxxx Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , __________________________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note (a) ¨ Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Note and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Restricted Notes Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (b) ¨ Check if Exchange is from beneficial interest in a

Appears in 1 contract

Samples: Indenture (Lamb Weston Holdings, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: Endo _______________________ 1. The Transferor owns and proposes to transfer the following: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP _________), or (ii) Regulation S Global Note (CUSIP _________), or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP _________), or (ii) Regulation S Global Note (CUSIP _________), or (iii) Unrestricted Global Note (CUSIP _________); or (b) a Restricted Definitive Note; or (c) an Unrestricted Definitive Note, in accordance with the terms of the Indenture. SITEL, LLC SITEL Finance LLC Endo Corp. Two American Center 0000 Xxxx Xxx Xxxxxx, Xxxxx Inc. c/o Endo Health Solutions Inc. 0000 Xxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxxxxx 00000 Xxxxx Fargo Bank, National Association DAPS Reorg MAC N9303-121 000-0xx Xxxxxx Xxxxx XxxxxxxxxxxXxxxxxxxx, Xxxxxxxxx 00000 Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx U.S. Bank National Association Corporate Trust Services 000 Xxxxxx Xxxxxx Xxxxx, 0xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000 Re: 7.2511% Senior Secured Notes due 2022 2017 Reference is hereby made to the Indenture, dated as of May 6April 20, 2014 2012 (the “Indenture”), among Endo SITEL, LLC, a Delaware limited liability company (the “Company”), and SITEL Finance LLC and Endo Xxxxx Inc. Corp. (collectively“SITEL Finance” and, together with the Company, the “Issuers”), as issuers, the Guarantors party thereto and Xxxxx Fargo Bank, U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (SITEL Worldwide Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: Endo Finance LLC Endo Xxxxx Inc. c/o Endo Health Solutions Inc. 0000 Xxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxxxxx 00000 Xxxxx Fargo Bank, National Association DAPS Reorg MAC N9303-121 000-0xx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Re: 7.255.375% Senior Notes due 2022 2023 Reference is hereby made to the Indenture, dated as of May 6June 30, 2014 (the “Indenture”), among Endo Finance LLC and Endo Xxxxx Inc. (collectively, the “Issuers”), the Guarantors party thereto and Xxxxx Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Endo International PLC)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: Endo Finance LLC Endo Xxxxx Inc. c/o Endo Health Solutions Signature Guarantee*: * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee) Par Pharmaceutical, Inc. 0000 Xxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxxxxx 00000 Xxxxx Fargo Bank, National Association DAPS Reorg [Bondholder Communications MAC N9303N9300-121 000-070 000 Xxxxx 0xx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx] Re: 7.257.500% Senior Secured Notes due 2022 2027 Reference is hereby made to the Indenture, dated as of May 6March 28, 2014 2019 (the “Indenture”), among Endo Finance LLC and Endo Xxxxx Par Pharmaceutical, Inc. (collectively, the “IssuersIssuer”), the Guarantors party thereto and Xxxxx Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Endo International PLC)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: Endo Finance LLC Endo Xxxxx Inc. c/o Endo Health Solutions Inc. 0000 Xxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxxxxx 00000 Xxxxx Fargo Bank, National Association DAPS Reorg MAC N9303-121 000-0xx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Re: 7.257.00% Senior Notes due 2022 2019 Reference is hereby made to the Indenture, dated as of May 6, 2014 (the “Indenture”), among Endo Finance LLC and Endo Xxxxx Inc. (collectively, the “Issuers”), the Guarantors party thereto and Xxxxx Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Endo International PLC)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: Endo Finance LLC Endo ______________________ GASTAR EXPLORATION USA, INC. 0000 Xxxxx Inc. c/o Endo Health Solutions Inc. 0000 Xxxxxxx Xxxxx XxxxxxxXxxxxx, Xxxxxxxxxxxx 00000 Suite 1080 Houston, Texas 77010 Attention: Chief Financial Officer If to the Trustee: Xxxxx Fargo Bank, National Association DAPS Reorg MAC N9303-121 000-0xx Xxxxxx Xxxxx Xxxxxxxxxxx0000 Xxxx Xxxxxx, Xxxxxxxxx 00000 Telephone No.: (000) 000-0000 2nd Floor Dallas, Texas 75202 2812 Facsimile No.: (000) 000-0000 EmailAttention: XXXXXxxxx@xxxxxxxxxx.xxx Corporate Trust Services Re: 7.25% 12 ¾% Senior Secured Notes due 2022 2012 Reference is hereby made to the Indenture, dated as of May 6November 29, 2014 2007 (the “Indenture”), among Endo Finance LLC and Endo Xxxxx Inc. Gastar Exploration USA, Inc., as issuer (collectively, the “IssuersCompany”), the Guarantors party thereto and Xxxxx Fargo Bank, National Association, as trusteetrustee and collateral agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies thatour proposed purchase of $____________ aggregate principal amount of:

Appears in 1 contract

Samples: Indenture (Gastar Exploration LTD)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: Signature Guarantee*: * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee) Endo Designated Activity Company Endo Finance LLC Endo Xxxxx Inc. c/o Endo Health Solutions Inc. 0000 Xxxxxxx Xxxxx XxxxxxxMalvern, Xxxxxxxxxxxx 00000 Pennsylvania 19355 Xxxxx Fargo Bank, National Association DAPS Reorg Bondholder Communications MAC N9303N9300-121 000-070 000 Xxxxx 0xx Xxxxxx Xxxxx XxxxxxxxxxxMinneapolis, Xxxxxxxxx 00000 Minnesota 55479 Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx Re: 7.259.500% Senior Secured Second Lien Notes due 2022 2027 Reference is hereby made to the Indenture, dated as of May 6June 16, 2014 2020 (the “Indenture”), among Endo Designated Activity Company, a designated activity company incorporated under the laws of Ireland (“Endo DAC”), Endo Finance LLC LLC, a Delaware limited liability company (“Endo Finance”), and Endo Xxxxx Inc. Inc., a Delaware corporation (collectively“Endo Xxxxx” and, together with Endo DAC and Endo Finance, the “Issuers”), the Guarantors party thereto and Xxxxx Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Endo International PLC)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes Securities or Restricted Definitive Notes Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: Endo Finance LLC Endo Xxxxx Herc Holdings Inc. c/o Endo Health Solutions Inc. Attention: Xxxx Xxxxx, Senior Vice President, Chief Legal Officer and Secretary 00000 Xxxxxxxxx Xxxxxx Xxxx., Xxx. 000 Bonita Springs, FL 34134 Truist Bank Corporate Trust & Escrow Services 0000 Xxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxxxxx 00000 Xxxxx Fargo Bank, National Association DAPS Reorg MAC N9303-121 000-0xx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Telephone No.Xxxx 0xx XX XXXX 0 ATTN: (000) 000-0000 Facsimile No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx HERC HOLDINGS INC. – Relationship Manager WILSON NC 27893 Re: 7.256.625% Senior Notes due 2022 2029 (the “Notes”) Reference is hereby made to the Indenture, dated as of May 6June 7, 2014 2024 (the “Indenture”), among Endo Finance LLC and Endo Xxxxx Inc. Herc Holdings Inc., a Delaware corporation (collectively, the “IssuersCompany”), the Guarantors guarantors party thereto and Xxxxx Fargo Truist Bank, National Association, as trusteeTrustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. Exchange of Restricted Definitive Securities or Beneficial Interests in a Restricted Global Security for Unrestricted Definitive Securities or Beneficial Interests in an Unrestricted Global Security (a) Check if Exchange is from beneficial interest in a Restricted Global Security to beneficial interest in an Unrestricted Global Security. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Security for a beneficial interest in an Unrestricted Global Security in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Securities and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Security is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (b) Check if Exchange is from beneficial interest in a

Appears in 1 contract

Samples: Indenture (Herc Holdings Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: Endo Finance LLC Endo Xxxxx Horizon Pharma, Inc. Horizon Pharma USA, Inc. c/o Endo Health Solutions Inc. 0000 Horizon Pharma Public Limited Company. Xxxxxxxxx Xxxxx, 0xx Xxxxx 0 Xxxxxxxxxx Xxxx Xxxxxx 0, Xxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxxxxx 00000 Xxxxx Fargo Bank, U.S. Bank National Association DAPS Reorg MAC N9303Corporate Trust Services West Side Flats 00 Xxxxxxxxxx Xxxxxx St. Xxxx MN 00000-121 000-0xx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Telephone No.0000 Fax: (000) 000-0000 Facsimile No.Attention: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Xxxxxxx X. Xxxxxxxxxx Re: 7.258.750% Senior Notes due 2022 2024 Reference is hereby made to the Indenture, dated as of May 6October 25, 2014 2016 (the “Indenture”), among Endo Finance LLC and Endo Xxxxx Horizon Pharma, Inc. (collectivelythe “Company), Horizon Pharma USA, Inc. (the “Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors party thereto and Xxxxx Fargo Bank, U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Horizon Pharma PLC)

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¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144A, Regulation S and Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note Certificated Debenture will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the IndentureU.S. Legend. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCorporation. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: Endo Finance LLC Endo [CHECK ONE OF (a) OR (b)] (a) ❑ a Restricted Certificated Debenture (b) ❑ an Unrestricted Certificated Debenture 2. After the Transfer the Transferee will hold: [CHECK ONE OF (a) OR (b)] (a) ❑ a Restricted Certificated Debenture (b) ❑ an Unrestricted Certificated Debenture in accordance with the terms of the Indenture. Golden Leaf Holdings Ltd. 00 Xxxxxxx Xxxxxx, Xxxxx Inc. c/o Endo Health Solutions Inc. 0000 Xxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxxxxx 00000 Xxxxxxx, Xxxxxx X0X 0X0 Equity Financial Trust Company 000 Xxxxxxxxxx Xxxxxx, Xxxxx Fargo Bank000, National Association DAPS Reorg MAC N9303-121 000-0xx Xxxxxx Xxxxx XxxxxxxxxxxXxxxxxx, Xxxxxxxxx 00000 Telephone No.Xxxxxxx X0X 0X0 Attention: (000) 000-0000 Facsimile No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Senior Manager, Corporate Trust Re: 7.25% Senior Notes due 2022 Exchange of Debentures (CUSIP ) Reference is hereby made to the Indenture, dated as of May 6March ⚫, 2014 2016 (the “Indenture”), among Endo Finance LLC and Endo Xxxxx Inc. Golden Leaf Holdings Ltd., as issuer (collectively, the “IssuersCorporation”), the Guarantors party thereto and Xxxxx Fargo Bank, National AssociationEquity Financial Trust Company, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] Debentures or interest interests in such Note[s] Debentures specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Debenture Indenture

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the U.S. Securities Act other than Rule 144A, Regulation S and Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement U.S. Legend are not required to be imposed on the beneficial interest of the Transferor in order to maintain compliance with the U.S. Securities Act. Upon consummation In connection with requests for transfers pursuant to item 3, the Transferor must deliver to the Trustee an opinion of counsel of recognized standing in form and substance satisfactory to the Trustee and reasonably satisfactory to the Corporation, to the effect that the legend is no longer required under applicable requirements of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest U.S. Securities Act or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenturestate securities laws. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCorporation. [Insert Name of Transferor] By] 1. The Transferor owns and proposes to transfer a Restricted Physical Debenture. 2. After the Transfer, the Transferee will hold: Name (a) a Restricted Physical Debenture  (b) a beneficial interest in the Unrestricted Global Debenture CUSIP  X.X. Xxx 00000 Xxxxxxxxx XX Calgary, Alberta T3C 3W2 Attention: Title: Dated: Endo Finance LLC Endo Chief Executive Officer 0 Xxxxxxx Xxxxxx, Xxxxx Inc. c/o Endo Health Solutions Inc. 0000 Xxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxxxxx 00000 Xxxxx Fargo Bank, National Association DAPS Reorg MAC N9303-121 000-0xx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Telephone No.: Xxxxxxx X0X 0X0 (000CUSIP 000000XX0) 000-0000 Facsimile No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Re: 7.25% Senior Notes due 2022 Reference is hereby made to the Indenture, dated as of May 6June 21, 2014 2018 (the “Indenture”), among Endo Finance LLC and Endo Xxxxx Inc. between Vogogo Inc., as issuer (collectively, the “IssuersCorporation”), the Guarantors party thereto and Xxxxx Fargo Bank, National AssociationAST Trust Company (Canada), as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] Debentures or interest interests in such Note[s] Debentures specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:  1. Exchange of Restricted Physical Debentures for a Beneficial Interest in an Unrestricted Global Debenture. In connection with the Owner’s Exchange of a Restricted Physical Debenture for a beneficial interest in an Unrestricted Global Debenture in an equal principal amount, the Owner hereby certifies (i) the interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Physical Debentures and pursuant to and in accordance with the Securities Act of 1933, as amended (the “U.S. Securities Act”), (iii) the Owner has delivered an opinion of counsel of recognised standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the restrictions on transfer contained in the Indenture and the U.S. Legend are not required to be imposed on the beneficial interest of the Owner in order to maintain compliance with the U.S. Securities Act and (iv) the interest in an Unrestricted Global Debenture is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. In connection with requests for Exchanges pursuant to item 1, the Owner must deliver to the Trustee an opinion of counsel of recognized standing in form and substance satisfactory to the Trustee and reasonably satisfactory to the Corporation, to the effect that the legend is no longer required under applicable requirements of the Securities Act or state securities laws. This certificate and the statements contained herein are made for your benefit and the benefit of the Corporation. [Name of Owner] X.X. Xxx 00000 Xxxxxxxxx XX Calgary, Alberta T3C 3W2 And the Underwriters and U.S. Affiliates referred to in the U.S. Placement Memorandum referred to below Dear Sirs and Mesdames: In connection with our proposed purchase of 8% Extendible Convertible Debenture Units (the “Units”) of Vogogo Inc. (the “Corporation”) from the Underwriters, acting through the U.S. Affiliates, in reliance upon Rule 144A, we confirm and agree as follows: • We understand and acknowledge that, unless otherwise defined, terms used herein have the meanings given to them in the U.S. Placement Memorandum to which this letter relates. • We are authorized to consummate the purchase of the Units. □ • We understand and acknowledge that the Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any state of the United States, and that the offer and sale of Securities to us is being made in reliance upon Rule 144A under the U.S. Securities Act. • We are a “qualified institutional buyer” as defined in Rule 144A (a “Qualified Institutional Buyer”) and are acquiring the Units for our own account or for the account of one or more Qualified Institutional Buyers with respect to which we exercise sole investment discretion, for investment purposes, and not with a view to any resale, distribution or other disposition of the Securities in violation of United States federal or state securities laws. • We acknowledge that we have not purchased the Units as a result of any “general solicitation” or “general advertising” (as such terms are used in Regulation D under the U.S. Securities Act), including, without limitation, advertisements, articles, notices or other communications published on the internet or in any newspaper, magazine or similar media, or broadcast over radio, television or the internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising. • We understand and acknowledge that (i) the Securities will be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act, (ii) in reliance on our agreement made herein, on our own behalf and on behalf of any investor account for which we are purchasing Securities, the Securities will not be represented by certificates that bear a U.S. restrictive legend or identified by a restricted CUSIP number, and (iii) the Securities may not and will not be offered, sold, pledged or otherwise transferred, directly or indirectly, except: (a) to the Corporation; or (b) outside the United States in accordance with Rule 904 of Regulation S under the U.S Securities Act and in compliance with applicable Canadian local laws and regulations,

Appears in 1 contract

Samples: Convertible Debenture Indenture

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: Signature Guarantee*: * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee) Endo Designated Activity Company Endo Finance LLC Endo Xxxxx Inc. c/o Endo Health Solutions Inc. 0000 Xxxxxxx Xxxxx XxxxxxxMalvern, Xxxxxxxxxxxx 00000 Pennsylvania 19355 Xxxxx Fargo Bank, National Association DAPS Reorg Bondholder Communications MAC N9303N9300-121 000-070 000 Xxxxx 0xx Xxxxxx Xxxxx XxxxxxxxxxxMinneapolis, Xxxxxxxxx 00000 Minnesota 55479 Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx Re: 7.256.000% Senior Notes due 2022 2028 Reference is hereby made to the Indenture, dated as of May 6June 16, 2014 2020 (the “Indenture”), among Endo Designated Activity Company, a designated activity company incorporated under the laws of Ireland (“Endo DAC”), Endo Finance LLC LLC, a Delaware limited liability company (“Endo Finance”) and Endo Xxxxx Inc. Inc., a Delaware corporation (collectively“Endo Xxxxx” and, together with Endo DAC and Endo Finance, the “Issuers”), the Guarantors party thereto and Xxxxx Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Endo International PLC)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: Endo : 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP ), or (ii) ¨ Regulation S Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP ), or (ii) ¨ Regulation S Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Tesoro Logistics XX Xxxxxx Logistics Finance LLC Endo Xxxxx Inc. c/o Endo Health Solutions Inc. 0000 Corp. 00000 Xxxxxxxxx Xxxxxxx Xxxxx Xxx Xxxxxxx, Xxxxxxxxxxxx 00000 Xxxxx Fargo Bank, 00000-0000 U.S. Bank National Association DAPS Reorg MAC N9303-121 000-0xx 000 Xxxxxxxx Xxxxxx Xxxxx XxxxxxxxxxxSuite 550 Detroit, Xxxxxxxxx 00000 Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Michigan 48226 Re: 7.255.875% Senior Notes due 2022 2020 (CUSIP 88160Q AB92) Reference is hereby made to the Indenture, dated as of May 6September 14, 2014 2012 (the “Indenture”), among Endo Tesoro Logistics LP, a Delaware limited partnership (“TLLP”), and Tesoro Logistics Finance LLC and Endo Xxxxx Inc. Corp., a Delaware corporation (collectively“Finance Corp.” and, together with TLLP, the “Issuers”), the Guarantors party thereto and Xxxxx Fargo Bank, U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Tesoro Logistics Lp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144A, Regulation S and Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note Certificated Debenture will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the IndentureU.S. Legend. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCorporation. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: Endo Finance LLC Endo [CHECK ONE OF (a) OR (b)] (a) ❑ a Restricted Certificated Debenture (b) ❑ an Unrestricted Certificated Debenture 2. After the Transfer the Transferee will hold: [CHECK ONE OF (a) OR (b)] (a) ❑ a Restricted Certificated Debenture (b) ❑ an Unrestricted Certificated Debenture in accordance with the terms of the Indenture. Golden Leaf Holdings Ltd. 00 Xxxxxxx Xxxxxx, Xxxxx Inc. c/o Endo Health Solutions Inc. 0000 Xxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxxxxx 00000 Xxxxxxx, Xxxxxx X0X 0X0 Capital Transfer Agency 000 Xxx Xxxxxx, Xxxxx Fargo Bank000 Xxxxxxx, National Association DAPS Reorg MAC N9303-121 000-0xx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Telephone No.Xxxxxxx X0X 0X0 Attention: (000) 000-0000 Facsimile No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx [] Re: 7.25% Senior Notes due 2022 Exchange of Debentures (CUSIP ) Reference is hereby made to the Indenture, dated as of May 6November 16, 2014 2018 (the “Indenture”), among Endo Finance LLC and Endo Xxxxx Inc. Golden Leaf Holdings Ltd., as issuer (collectively, the “IssuersCorporation”), the Guarantors party thereto and Xxxxx Fargo Bank, National AssociationCapital Transfer Agency, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] Debentures or interest interests in such Note[s] Debentures specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Debenture Indenture

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: Endo Limited Endo Finance LLC Endo Xxxxx Inc. c/o Endo Health Solutions Inc. 0000 Xxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxxxxx 00000 Xxxxx Fargo Bank, National Association DAPS Reorg MAC N9303-121 000-0xx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Re: 7.256.00% Senior Notes due 2022 2025 Reference is hereby made to the Indenture, dated as of May 6January 27, 2014 (the “Indenture”), among Endo Limited, Endo Finance LLC and Endo Xxxxx Inc. (collectively, the “Issuers”), the Guarantors party thereto and Xxxxx Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Endo International PLC)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: Endo Finance LLC Endo Xxxxx Inc. c/o Endo Health Solutions Inc. 0000 Xxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxxxxx 00000 Xxxxx Fargo Bank, National Association DAPS Reorg MAC N9303-121 000-0xx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Re: 7.257.00% Senior Notes due 2022 2020 Reference is hereby made to the Indenture, dated as of May 6, 2014 (the “Indenture”), among Endo Finance LLC and Endo Xxxxx Inc. (collectively, the “Issuers”), the Guarantors party thereto and Xxxxx Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Endo International PLC)

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