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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: _______________________ 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

Appears in 3 contracts

Samples: Indenture (Park Hotels & Resorts Inc.), Indenture (Park Hotels & Resorts Inc.), Indenture (Vici Properties 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: _______________________ 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

Appears in 3 contracts

Samples: Indenture (Vici Properties Inc.), Indenture (Vici Properties Inc.), Indenture (Vici Properties 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 IssuersCompany. _____________________________________ [Insert Name of Transferor] By: _________________________________ Name: Title: Dated: _______________________ 1. _ ANNEX A TO CERTIFICATE OF TRANSFER The Transferor owns and proposes to transfer the following: : [CHECK ONE OF (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or 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]

Appears in 2 contracts

Samples: Indenture (Wci Communities Inc), Indenture (Communities Home Builders 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 of Regulation S 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 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

Appears in 2 contracts

Samples: Indenture (Vistra Energy Corp.), Indenture (Vistra Energy 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________________________ Insert Name of Transferor By: Name: Title: Dated 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

Appears in 2 contracts

Samples: Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 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 (iii) ☐ IAI 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) ☐ IAI Global Note (CUSIP _________); or (iv) ☐ Unrestricted Global Note (CUSIP _________); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. [Company address block] [Registrar address block] Re: 9.125% Senior Notes due 2031 (CUSIP [ ]) Reference is hereby made to the Indenture, dated as of June 30, 2023 (the “Indenture”), among Viking Cruises Ltd, as issuer (the “Company”), the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., 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 2 contracts

Samples: Indenture (Viking Holdings LTD), Indenture (Viking Holdings 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Pinnacle Entertainment, Inc. 0000 Xxxxxx Xxxxxx Parkway Las Vegas, 89109 [Registrar address block] Re: 8 1/4% Senior Subordinated Notes due 2012 (CUSIP ) Reference is hereby made to the Indenture, dated as of March 15, 2004 (the “Indenture”), among Pinnacle Entertainment, Inc., as issuer (the “Company”), the Guarantors party thereto and The Bank of New York, 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 2 contracts

Samples: Indenture (Casino One Corp), Indenture (Pinnacle Entertainment 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 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. [Company address block] [Registrar address block] Re: 7.00% Senior Secured Notes due 2027 of Studio City Company Limited Reference is hereby made to the Indenture, dated as of February 16, 2022 (the “Indenture”), among Studio City Company Limited, as issuer (the “Company”), each Guarantor and Deutsche Bank Trust Company Americas, 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 US$____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 2 contracts

Samples: Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (Melco Resorts & Entertainment 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _____________________, __ 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) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Cinemark USA, Inc. 3900 Xxxxxx Xxxxxxx Xxxxx, XX 00000 Xxxxx Fargo Bank, N.A. Corporate Trust Services 330 X. Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxx 0X XXX X0000-00X Lox Xxxxxxx, Xxxxxxxxxx 00000 Re: Cinemark USA, Inc. Re: 5.25% Senior Notes due 2028 Reference is hereby made to the Indenture, dated as of June 15, 2021 (as such may be amended or supplemented from time to time, the “Indenture”), oramong Cinemark USA, Inc., as issuer (the “Company”), the Guarantors party thereto and Xxxxx Fargo Bank, N.A., 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 Global Notes 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 Private Placement 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 2 contracts

Samples: Indenture (Cinemark Holdings, Inc.), Indenture (Cinemark Usa Inc /Tx)

¨ 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: _______________________ 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

Appears in 2 contracts

Samples: Indenture (MGM Growth Properties Operating Partnership LP), Indenture (MGM Growth Properties Operating Partnership 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 (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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: 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 (iii) ¨ IAI 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) ¨ IAI Global Note (CUSIP _________); or (iv) ¨ Unrestricted Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Clearway Energy Operating LLC c/o Clearway Energy, Inc. 300 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, Xxx Xxxxxx 00000 Attention: DatedGeneral Counsel Delaware Trust Company 200 Xxxxxx Xxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Department Re: 3.750% Senior Notes due 2032 Reference is hereby made to the Indenture, dated as of October 1, 2021 (the “Indenture”), among Clearway Energy Operating LLC, as issuer (the “Company”), the Guarantors party thereto and Delaware Trust Company, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _______________________ 1. The Transferor ___, (the “Owner”) owns and proposes to transfer exchange the following: (a) ☐ a beneficial Note[s] or interest in the: (i) ☐ 144A Global Note (CUSIP such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, or (ii) ☐ Regulation S Global Note (CUSIP __________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will holdOwner hereby certifies that: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 2 contracts

Samples: Indenture (Clearway Energy LLC), Indenture (Clearway Energy, 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 903 144 or Rule 904 Regulation S 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 Certificated 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 Certificated Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. Dated: [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ☐ 144A a Restricted Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (b) ¨ a Restricted Definitive Certificated Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) ¨ a beneficial interest in thea/an: (i) ☐ 144A ¨ Restricted Global Note (CUSIP __________), or (ii) ☐ Regulation S ¨ Unrestricted Global Note (CUSIP __________); or (b) ¨ a Restricted Certificated Note; or (c) ¨ an Unrestricted Certificated Note, or, (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 2 contracts

Samples: Supplemental Indenture (Host Marriott Corp/), Supplemental Indenture (Host Marriott L P)

¨ 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: _______________________: 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

Appears in 2 contracts

Samples: Indenture (Tesoro Logistics Lp), Indenture (Tesoro Corp /New/)

¨ 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 no longer 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. B-3 [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 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 (biii) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Unrestricted Global Note (CUSIP __________), ; or (iib) ☐ Regulation S Global Note a Restricted Definitive Note; or (c) an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Sensata Technologies B.V. c/o Sensata Technologies, Inc. 000 Xxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxxxx Facsimile No.: (000) 000-0000 Attention: Chief Financial Officer The Bank of New York Mellon Corporate Trust Division 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxx Xxx Xxxx, XX 00000 Facsimile No.: (000) 000-0000 Attention: Corporate Trust Division Reference is hereby made to the Indenture, dated as of August 29, 2022 (the “Indenture”), among Sensata Technologies B.V., a private company with limited liability incorporated under Dutch law, as issuer (the “Issuer”), the Guarantors party thereto and The Bank of New York Mellon, a New York banking corporation, 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 interests in such Note[s] specified herein, in the principal amount of $ _________ (CUSIP ________; ISIN _______________) in such Note[s] or interests (the “Exchange”). In connection with the Exchange, orthe Owner hereby certifies that:

Appears in 2 contracts

Samples: Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 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. [Company address block] [Registrar address block] Re: 7.250% Senior Notes due 2024 of Studio City Finance Limited Reference is hereby made to the Indenture, dated as of February 11, 2019 (the “Indenture”), among Studio City Finance Limited, as issuer (the “Company”), each Subsidiary Guarantor and Deutsche Bank Trust Company Americas, 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 US$____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 2 contracts

Samples: Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (Melco Resorts & Entertainment 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 IssuersCompany. ---------------------------------- [Insert Name of Transferor] By: --------------------------------- Name: Title: Dated: _______________________, ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: [ ] (i) 144A Global Note (CUSIP ), or [ ] (ii) Regulation S Global Note (CUSIP ), or [ ] (iii) IAI Global Note (CUSIP ); or [ ] (b) a Restricted Definitive Note. [ ] 2. After the Transfer the Transferee will hold: [CHECK ONE] (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), or or [ ] (ii) Regulation S Global Note (CUSIP __________), or or [ ] (biii) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A IAI Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or; or [ ]

Appears in 1 contract

Samples: Indenture (Sf Holdings Group 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: ________________________ ANNEX A TO CERTIFICATE OF TRANSFER 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 (iii) ☐ AI 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) ☐ AI Global Note (CUSIP _________), or (iv) ☐ Unrestricted Global Note (CUSIP _________); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. FORM OF CERTIFICATE OF EXCHANGE CURO Financial Technologies Corp. 0000 Xxxxx Xxxxx Xxxx Xxxxxxx, Xxxxxx 00000 Attention: Chief Legal Officer TMI Trust Company, as Trustee and Registrar [•] Reference is hereby made to the Indenture, dated as of February 15, 2017 (the “Indenture”), among CURO Financial Technologies Corp., a Delaware corporation (the “Company”), the Guarantors and TMI Trust Company , as Trustee and as 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 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 Global Notes 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 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 (CURO Group Holdings 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 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: _______________________: 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. Xxxx Xxxxxx Holdings, Inc. 000 X. Xxxxxxxxxx Xxxx Xxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: General Counsel Xxxxx Fargo Bank, National Association Attn: Corporate Trust – DAPS Reorg 000 Xxxxx Xxxxxx Xxxxxx, MAC X0000-000 Xxxxxxxxxxx, XX 00000 Phone: 0-000-000-0000 Facsimile: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx Reference is hereby made to the Indenture, dated as of November 9, 2016 (the “Indenture”), among Xxxx Xxxxxx Holdings, Inc., as issuer (the “Company”), 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. ASIA 33616188 3 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: _______________________ _ ASIA 33616188 4 1. The Transferor owns and proposes to transfer the following: (a) c a beneficial interest in the: (i) c 144A Global Note (CUSIP __________), or (ii) c Regulation S Global Note (CUSIP __________), or (b) c 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

Appears in 1 contract

Samples: Indenture (Wynn Resorts 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ☐ 144A the Restricted Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) a beneficial interest in the:in (i) ☐ 144A ¨ the Restricted Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Samples: Indenture (Handy & Harman 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 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: _____________________, 20__ 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ☐ a beneficial interest in the: (i) ☐ Rule 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP _________), or (iii) ☐ IAI Global Note (CUSIP _________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:, in accordance with the terms of the Indenture: [CHECK ONE] (a) a beneficial interest in the: (i) ☐ Rule 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP _________), or (iii) ☐ IAI Global Note (CUSIP _________), or (iv) ☐ Unrestricted Global Note (CUSIP _________), or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note. Brookfield Property REIT Inc. 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000 Attention: General Counsel Xxxxx Fargo Bank, National Association 0 Xxxxxxxxxxx Xxxxx Xxxxxxxxxxxx, Xxxxxxx 00000 Attention: Corporate Trust Services – Administrator for Brookfield Property REIT Re: 5.750% Senior Secured Notes due 2026 (CUSIP/ISIN ____________) Reference is hereby made to the Indenture, dated as of May 1, 2019 (the “Indenture”), among Brookfield Property REIT Inc., BPR Cumulus LLC, BPR Nimbus LLC and GGSI Sellco, LLC, as issuers (each, an “Issuer” and together, the “Issuers”), the Guarantors party thereto and Xxxxx Fargo Bank, National Association, as trustee and as 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 Notes or interest in such Notes specified herein, in the principal amount of $____________ in such Notes or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Brookfield Property REIT 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 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 (iii) ☐ IAI 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) ☐ IAI Global Note (CUSIP ), or (iv) ☐ Unrestricted Global Note (CUSIP ); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. American Airlines Group Inc. 0000 Xxxx Xxxxxx Boulevard Mail Drop 5662 Xxxx Xxxxx, Xxxxx 00000 Wilmington Trust, National Association 000 Xxxxx Xxxx, Xxxxx 000 Xxxxxxxx, Xxxxxxxxxxx 00000 Re: 5.000% Senior Notes due 2022 Reference is hereby made to the Indenture, dated as of May 20, 2019 (the “Indenture”), among American Airlines Group Inc., as issuer (the “Company”), the Guarantors party thereto and Wilmington Trust, 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 Global Notes 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 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

¨ 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: 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 (iii) ☐IAI 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) ☐IAI Global Note (CUSIP _________); or (iv) ☐Unrestricted Global Note (CUSIP _________); or (b) ☐a Restricted Definitive Note; or (c) ☐an Unrestricted Definitive Note, in accordance with the terms of the Indenture. X&X Equipment Services, Inc. 0000 Xxxxx Xxxx Baton Rouge, LA 70809 The Bank of New York Mellon Trust Company, N.A. 0000 Xxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Re: 3.875% Senior Notes due 2028 Reference is hereby made to the Indenture, dated as of December 14, 2020 (the “Indenture”), among H&E Equipment Services, Inc., as issuer (the “Company”), the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _______________________ 1. The Transferor , (the “Owner”) owns and proposes to transfer exchange the following: (a) ☐ a beneficial Note[s] or interest in the: (i) ☐ 144A Global Note (CUSIP such Note[s] specified herein, in the principal amount of $__________in such Note[s] or interests (the “Exchange”). In connection with the Exchange, or (ii) ☐ Regulation S Global Note (CUSIP __________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will holdOwner hereby certifies that: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Samples: Indenture (H&E Equipment Services, 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: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________[CUSIP: 68622T AA9] [ISIN: US68622TAA97]), or (ii) ☐ Regulation S Global Note (CUSIP __________[CUSIP: U6835W AA2] [ISIN: USU6835WAA28), 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 __________[CUSIP: 68622T AA9] [ISIN: US68622TAA97]), or (ii) ☐ Regulation S Global Note (CUSIP __________[CUSIP: U6835W AA2] [ISIN: USU6835WAA28), or (iii) ☐ Unrestricted Global Note ([ ]); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Organon & Co. / Organon Finance 1 LLC 00 Xxxxxx Xxxxxx, 33rd Floor Jersey City, New Jersey 07302 Attention: Treasurer U.S. Bank Corporate Trust Services 000 Xxxxxxxx Xxx X 0xx Xxxxx, XXXX: Transfers Xx. Xxxx, MN 55107 Re: 5.125% Senior Notes due 2031 Reference is hereby made to the Indenture, dated as of April 22, 2021 (the “Indenture”), among Organon Finance 1 LLC, with obligations to be assumed by Organon & Co., as Issuer, Organon Foreign Debt Co-Issuer B.V., as Co-Issuer, and the 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

Appears in 1 contract

Samples: Indenture (Organon & Co.)

¨ 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 Bond will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes Bonds or Restricted Definitive Notes Bonds 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: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), Bond or (ii) Regulation S Permanent Global Note Bond, or (CUSIP __________)iii) Regulation S Temporary Global Bond, or (b) a Restricted Definitive NoteBond. 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

Appears in 1 contract

Samples: Supplemental Indenture (Peoples Energy 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 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

Appears in 1 contract

Samples: Indenture (Melco Resorts & Entertainment 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 Securities Act 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 Physical Note will not no longer be subject to the restrictions on transfer enumerated in the Private Placement Securities Act Legend printed on the Restricted Global Notes or Restricted Definitive Physical 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: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ Rule 144A Global Note (CUSIP _________; ISIN _________), or (ii) ☐ Regulation ¨Regulation S Global Note (CUSIP _________; ISIN _________), or (b) ¨ a Restricted Definitive Physical Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ Rule 144A Global Note (CUSIP _________; ISIN _________), or (ii) ¨ Regulation S Global Note (CUSIP _________; ISIN _________), or (iii) ¨ Unrestricted Global Note (CUSIP _________; ISIN _________); or

Appears in 1 contract

Samples: Indenture (Qihoo 360 Technology Co 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: [CHECK ONE OF (a) OR (b)] (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: [CHECK ONE OF (a), (b) OR (c)] (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. Quebecor Media Inc. 600 Xx-Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxx X0X 0X0 Xxxxxx Attention: Director, Legal Affairs U.S. Bank National Association Attention: Corporate Trust Services Facsimile No.: [ ] Re: 5 3/4% Senior Notes due January 15, 2023 Reference is hereby made to the Indenture, dated as of October 11, 2012 (the “Indenture”), between Quebecor Media Inc., as issuer (the “Company”), and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _______________________ 1. The Transferor ___, (the “Owner”) owns and proposes to transfer exchange the following: (a) ☐ a beneficial Note[s] or interest in the: (i) ☐ 144A Global Note (CUSIP such Note[s] specified herein, in the principal amount of US$____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, orthe 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) ☐ Regulation S 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 (CUSIP __________the “Securities Act”), or(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 Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a ¨ Check if Exchange is from beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), ora

Appears in 1 contract

Samples: Indenture (Quebecor Media 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: _______________________ 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 (iii) ¨ IAI 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) ¨ IAI Global Note (CUSIP _________); or (iv) ¨ Unrestricted Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. TerraForm Power Operating, LLC 0000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxx, XX Attention: Investor Relations U.S. Bank National Association 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN Attention: Xxxx Xxxxxxxx Re: 5.00% Senior Notes due 2028 Reference is hereby made to the Indenture, dated as of December 12, 2017 (the “Indenture”), among TerraForm Power Operating, LLC, as issuer (the “Issuer”), the Guarantors party thereto and 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 (TerraForm Power, 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 of America 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 TransferorINSERT NAME OF TRANSFEROR] By: By Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: : (i) ☐ 144A Global Note (CUSIP __________CUSIP/ISIN: ), or or (ii) ☐ Regulation S Global Note (CUSIP __________CUSIP/ISIN: ), or 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 __________CUSIP/ISIN: ), or or (ii) ☐ Regulation S Global Note (CUSIP __________CUSIP/ISIN: ), oror (iii) ☐ Unrestricted Global Note (CUSIP/ISIN: ); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Fortress Transportation and Infrastructure Investors LLC 0000 Xxxxxx xx xxx Xxxxxxxx New York, New York 10105 Attention: Xxxxx Xxxxxxx, Secretary U.S. Bank Trust Company, National Association as Trustee, Registrar and Transfer Agent 00 Xxxxxxxxxx Xxxxxx St. Xxxx, Minnesota 55107 Telephone No.: (000) 000-0000 Re: 7.875% Senior Notes due 2030 Reference is hereby made to the Indenture, dated as of November 21, 2023 (the “Indenture”), between Fortress Transportation and Infrastructure Investors LLC, the Guarantors party thereto and the 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 Global Notes 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 Private Placement 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 of America. (b) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note 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 Notes and pursuant to and in accordance with 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 Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States of America.

Appears in 1 contract

Samples: Indenture (FTAI Aviation 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 Issuersbenefit. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 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. XX Xxxxxxxx Corporation 0000 X. Xxxxxxx, Suite 1300 Dallas, Texas 75201 Computershare Trust Company, N.A. Corporate Trust Services 0000 Xxxxxx Xxxx Xxxxx St. Xxxx, MN 55108 Re: [ • ]% Senior Notes due 20[ • ] (the “Notes”) Reference is hereby made to the Indenture, dated as of April 27, 2022 (the “Base Indenture”), between XX Xxxxxxxx Corporation, the “Company”) and Computershare Trust Company, N.A., as trustee as supplemented by the Second Supplemental Indenture (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). 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: Second Supplemental Indenture (HF Sinclair 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 IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 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. Tronox Incorporated One Stamford Plaza 000 Xxxxxxx Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Facsimile No.: (000) 000-0000 Attention: Xxxxxx Xxxx Wilmington Trust, National Association 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000 Facsimile No.: (000) 000-0000 Attention: Tronox Administrator Re: 6.500% Senior Notes due 2026 Reference is hereby made to the Indenture dated as of April 6, 2018 (the “Indenture”) among Tronox Incorporated, a Delaware corporation (the “Issuer”), each of the Guarantors (as defined therein) and Wilmington Trust, 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 (Tronox 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 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: _______________________ 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) [ ] a beneficial interest in the: (i) [ ] 144A Global Note (CUSIP __________CUSIP: 367398 AA2; ISIN: US367398AA27), or (ii) [ ] Regulation S Global Note (CUSIP __________CUSIP: U3702M AA1; ISIN: USU3702MAA19), or (b) [ ] a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) [ ] a beneficial interest in the: (i) [ ] 144A Global Note (CUSIP CUSIP: 367398 AA2; ISIN: US367398AA27), or (ii) [ ] Regulation S Global Note (CUSIP: CUSIP: U3702M AA1; ISIN: USU3702MAA19), or (iii) [ ] Unrestricted Global Note (CUSIP: [___]; ISIN: [___]), or (b) [ ] a Restricted Definitive Note; or (c) [ ] a Unrestricted Definitive Note, in accordance with the terms of the Indenture. EXHIBIT C [FORM OF CERTIFICATE OF EXCHANGE] [ ] Xxxxxx Xxxxxxxxx U.S. Bank Trust Company, National Association Global Corporate Trust, CityPlace I 000 Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Electronic Mail: xxxxxx.xxxxxxxxx@xxxxxx.xxx Reference is hereby made to the Indenture, dated as of June 4, 2024 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among Gates Corporation, a Delaware corporation (the “Issuer”), the Guarantors named therein and U.S. Bank Trust Company, National Association, a national banking 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 Note[s] or an interest in such Note[s], or (ii) ☐ Regulation S Global Note (CUSIP in the principal amount of $__________in such Note[s] or interests (the “Exchange”). In connection with the Exchange, orthe Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Gates Industrial Corp 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 IssuersCompany. ________________________________________ [Insert Name of Transferor] By: ________________________________________ Name: Title: Dated: _______________________ 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 (iii) £ IAI 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) £ IAI Global Note (CUSIP _________); or (iv) £ Unrestricted Global Note (CUSIP _________); or

Appears in 1 contract

Samples: Indenture (Centene 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: ______________________________________ 1. The Transferor owns and proposes to transfer the following: : [CHECK ONE OF (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or 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]

Appears in 1 contract

Samples: Indenture (Charter Communications, Inc. /Mo/)

¨ 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 shall 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: _______________________: 1. The Transferor owns and proposes to transfer the following: (aA) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), ; or (ii) ¨ Regulation S Global Note (CUSIP __________), ; or (bB) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will shall hold: (aA) ¨ 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. Xxxxxxxxx Technologies Corporation 000 000xx Xxxxxx XX, Xxxxx 0000 Xxxxxxxx, Xxxxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Xxxxxx X. Xxxxxx CUSIP: Re: 6 5/8% Senior Notes due 2017 Reference is hereby made to the Indenture, dated as of March 1, 2007 (the “Indenture”), orbetween Xxxxxxxxx Technologies Corporation, a Delaware corporation (the “Company”), the Subsidiary Guarantors 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 at maturity 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 (Esterline Technologies 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 Issuersbenefit. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in thethe [CHECK (i), (ii) OR (iii)]: (i) ☐ 144A Global Note (CUSIP __________[•]), or, (ii) ☐ Regulation S Temporary Global Note (CUSIP __________[•]), or (iii) ☐ Regulation S Permanent Global Note (CUSIP [•]); or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in thethe [CHECK (i), (ii) OR (iii)]: (i) ☐ 144A Global Note (CUSIP __________[•]), or (ii) ☐ Regulation S Global Note (CUSIP __________[•]), or

Appears in 1 contract

Samples: Indenture (Parsley Energy, 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 IssuersCompany. [Insert Name of TransferorAccredited Investor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ☐ 144A the Restricted Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), orin

Appears in 1 contract

Samples: Indenture (WHX 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: ________________________ ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP CUSIP), or (ii) ¨ Regulation S Global Note (CUSIP), or (iii) ¨ IAI Global Note (CUSIP), or (iv) ¨ Unrestricted Global Note (CUSIP), or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Bioscrip, Inc. 3000 Xxxxxxxx Xxxxx, Xxxxx 000X Bannockburn, IL 60015 Attention: Mxxx Xxxxxxx Ankura Trust Company, LLC 100 Xxxxxxx Xx , fourth floor Fairfield, CT 06824 Attention: Lxxx Xxxxx Re: Senior Secured Second Lien PIK Toggle Floating Rate Notes due 2027 Reference is hereby made to the Indenture, dated as of February 7, 2019 (the “Indenture”), among (a) HC Group Holdings II, LLC (formerly known as Beta Sub, LLC), a Delaware limited liability company (“Merger Sub 2” through the consummation of the Merger, and immediately after the consummation of the Merger and the effectiveness of the Indenture until the consummation of the Debt Assumption, the “Initial Issuer”), (b) BioScrip, Inc., a Delaware corporation (the “Company” and, upon the consummation of the Debt Assumption, the “Parent Issuer”), (c) the Subsidiary Issuers and Guarantors from time to time party thereto and (d) Ankura Trust Company, LLC, as trustee and collateral agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________), or (ii) ☐ Regulation S Global Note (CUSIP _________________, (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, orthe Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Option Care Health, 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 any applicable foreign securities laws 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 IssuersOperating Partnership. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 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 (iii) ¨ IAI 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) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. QualityTech, LP 00000 Xxxxxx Xxxxxx Overland Park, Kansas 66213 DB Services Americas, Inc. 0000 Xxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, XX 00000 XXX Attention: Transfer Dept. Email: xxxx.xxxxxxxxxx@xx.xxx With copy: Deutsche Bank Trust Company Americas c/o Deutsche Bank National Trust Company 100 Plaza One – 6th floor MSJCY03-0699 Xxxxxx Xxxx, Xxx Xxxxxx 00000 Attn: Corporates Team Deal Manager – QTS Fax: 000-000-0000 Re: 5.875% Senior Notes due 2022 Reference is hereby made to the Indenture, dated as of July 23, 2014 (the “Indenture”), among QualityTech, LP (the “Operating Partnership”), QTS Finance Corporation (the “Co-Issuer” and together with the Operating Partnership, the “Issuers”), QTS Realty Trust, Inc. (the “REIT”), the Subsidiary Guarantors party thereto and Deutsche Bank Trust Company Americas, 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 (QTS Realty Trust, 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: B‑3 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. B‑4 Plantronics, Inc. 000 Xxxxxxx Xxxxxx Xxxxx Xxxx, Xxxxxxxxxx 00000 U.S. Bank National Association One California Street, Suite 1000 Mail Code - SF-CA-SFCT Xxx Xxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxx Fax: (000) 000-0000 Reference is hereby made to the Indenture, dated as of May 27, 2015 (the “Indenture”), among Plantronics, Inc., a corporation duly organized and existing under the laws of the State of Delaware, as issuer (the “Company”), the Guarantors from time to time a party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _______________________ 1. The Transferor ___, (the “Owner”) owns and proposes to transfer exchange the following: (a) ☐ a beneficial Note[s] or interest in the: (i) ☐ 144A Global Note such Note[s] specified herein, in the principal amount of $____________ (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __; ISIN __________), 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 __________) in such Note[s] or interests (the “Exchange”). In connection with the Exchange, or (ii) ☐ Regulation S Global Note (CUSIP __________), orthe Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Plantronics Inc /Ca/)

¨ 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: _______________________Signature Guarantee*: * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee) 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 Temporary Global Note (CUSIP __________), or (iii) ☐ Regulation S Permanent 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. EXHIBIT C Xxxxx Petroleum Company, LLC 0000 Xxxxxxx Xxxxxx Xxxxx 000 Xxxxxxxxxxx, Xxxxxxxxxx 00000 Xxxxx Fargo Bank, National Association 000 X. 0xx Xxxxxx – 0xx Xxxxx XXX X0000-000 Xxxxxxxxxxx, XX 00000-0000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: Xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx Re: 7.000% Senior Notes due 2026 (CUSIP [ ]) Reference is hereby made to the Indenture, dated as of February 8, 2018 (the “Indenture”), among Xxxxx Petroleum Company, LLC, a Delaware limited liability company (the “Issuer”), 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 (Berry Petroleum 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 shall 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: DatedDate: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ Rule 144A Global Note (CUSIP __________CUSIP/ISIN: 500000XX0 / U0000XXX0), or (ii) ¨ Regulation S Global Note (CUSIP __________CUSIP/ISIN: US595137AB69 / USU5934GAA95), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will shall hold: (a) ¨ a beneficial interest in the: (i) ¨ Rule 144A Global Note (CUSIP CUSIP/ISIN: 500000XX0 / U0000XXX0), or (ii) ¨ Regulation S Global Note (CUSIP/ISIN: US595137AB69 / USU5934GAA95), or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Microsemi Corporation 400 Xxxx Xxx Xxxx Xxxxxxxxxxxx, Xxxxxxxx 00000 Fax No.: (000) 000-0000 Attention: General Counsel U.S. Bank National Association Global Corporate Trust Services 1000 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Telephone: (000) 000-0000 Fax No.: (000) 000-0000 Attention: Txxxxx Xxxxx Re: 9.125% Senior Notes due 2023 Reference is hereby made to the Indenture, dated as of January 15, 2016 (the “Indenture”), between Microsemi Corporation and the 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 in Annex A hereto, or (ii) ☐ Regulation S Global Note (CUSIP in the principal amount of $[__________] in such Note[s] or interests (the “Exchange”). In connection with the Exchange, orthe Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Microsemi 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 IssuersAuthority. [Insert Name of Transferor] By: Name: Title: Dated: :_______________________ _ 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 (biii) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A ¨ IAI Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Samples: Indenture (Mohegan Tribal Gaming Authority)

¨ 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 any applicable foreign securities laws 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 IssuersOperating Partnership. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________74759B AF0), or (ii) ¨ Regulation S Global Note (CUSIP __________U5730P AC1), or (iii) ¨ IAI Global Note (CUSIP 74759B AG8), 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 74759B AF0), or (ii) ¨ Regulation S Global Note (CUSIP U5730P AC1), or (iii) ¨ IAI Global Note (CUSIP 74759B AG8); or (iv) ¨ Unrestricted Global Note (CUSIP _____); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. QualityTech, LP 10000 Xxxxxx Xxxxxx Overland Park, Kansas 66213 DB Services Americas, Inc. 5000 Xxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, XX 00000 XXX Attention: Transfer Dept. Email: dxxx.xxxxxxxxxx@xx.xxx With copy: Deutsche Bank Trust Company Americas 60 Xxxx Xxxxxx 00xx Xxxxx XX: NXX00-0000 Xxx Xxxx, Xxx Xxxx 00000 Attn: Corporates Team Deal Manager – QTS Deal ID SF2356 Fax: 700-000-0000 Re: 3.875% Senior Notes due 2028 Reference is hereby made to the Indenture, dated as of October 7, 2020 (the “Indenture”), among QualityTech, LP (the “Operating Partnership”), QTS Finance Corporation (the “Co-Issuer” and together with the Operating Partnership, the “Issuers”), QTS Realty Trust, Inc. (the “REIT”), the Subsidiary Guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________), or (iithe “Owner”) ☐ Regulation S Global Note (CUSIP 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, orthe Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (QualityTech, 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 of America 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 TransferorINSERT NAME OF TRANSFEROR] By: By Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________CUSIP/ISIN: ), or (ii) ☐ Regulation S Global Note (CUSIP __________CUSIP/ISIN: ), 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 __________CUSIP/ISIN: ), or (ii) ☐ Regulation S Global Note (CUSIP CUSIP/ISIN: ), or (iii) ☐ Unrestricted Global Note (CUSIP/ISIN: ); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Fortress Transportation and Infrastructure Investors LLC 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx New York, New York 10014 Attention: XxXxx Xxxx, Secretary U.S. Bank Trust Company, National Association as Trustee, Registrar and Transfer Agent 00 Xxxxxxxxxx Xxxxxx St. Xxxx, Minnesota 55107 Telephone No.: (000) 000-0000 Re: 5.875% Senior Notes due 2033 Reference is hereby made to the Indenture, dated as of October 9, 2024 (the “Indenture”), between Fortress Transportation and Infrastructure Investors LLC, the Guarantors party thereto and the 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 Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), or(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 Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States of America. (b) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note 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 Notes and pursuant to and in accordance with 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 Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States of America. (c) ☐ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, 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 Restricted Definitive Notes and pursuant to and in accordance with 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 is being acquired in compliance with any applicable blue sky securities laws of any state of the United States of America.

Appears in 1 contract

Samples: Indenture (FTAI Aviation 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 IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 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

Appears in 1 contract

Samples: Indenture (RLJ Lodging Trust)

¨ 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: _______________________ _ 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

Appears in 1 contract

Samples: Indenture (Wynn Resorts 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: 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. Enviva Partners, LP 7000 Xxxxxxxxx Xxx., Xxxxx 0000 Xxxxxxxx, XX 00000 [Registrar address block] Re: Dated: 6.500% Senior Notes due 2026 Reference is hereby made to the Indenture, dated as of December 9, 2019 (the “Indenture”), among Enviva Partners, LP, as issuer (the “Company”) and Enviva Partners Finance Corp. (“Finance Corp.” and, together with the Company, the “Issuers”), the Guarantors party thereto and Wilmington Trust, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _______________________ 1. The Transferor ___, (the “Owner”) owns and proposes to transfer exchange the following: (a) ☐ a beneficial Note[s] or interest in the: (i) ☐ 144A Global Note (CUSIP such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, or (ii) ☐ Regulation S Global Note (CUSIP __________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will holdOwner hereby certifies that: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Samples: Indenture (Enviva Partners, 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 (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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: 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 (iii) ¨ IAI 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) ¨ IAI Global Note (CUSIP _________); or (iv) ¨ Unrestricted Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Clearway Energy Operating LLC c/o Clearway Energy, Inc. 000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, Xxx Xxxxxx 00000 Attention: General Counsel Delaware Trust Company 000 Xxxxxx Xxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Department Re: 4.750% Senior Notes due 2028 Reference is hereby made to the Indenture, dated as of December 11, 2019 (the “Indenture”), among Clearway Energy Operating LLC, as issuer (the “Company”), the Guarantors party thereto and Delaware Trust Company, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _______________________ 1. The Transferor ___, (the “Owner”) owns and proposes to transfer exchange the following: (a) ☐ a beneficial Note[s] or interest in the: (i) ☐ 144A Global Note (CUSIP such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, or (ii) ☐ Regulation S Global Note (CUSIP __________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will holdOwner hereby certifies that: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Samples: Indenture (Clearway Energy, 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: _______________________: 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. Clear Channel Outdoor Holdings, Inc. 0000 Xxxxx Xxxx 0000X, Xxxxx 000 San Antonio, Texas 78249 Attention: Xxxxx Xxxxxxx, Executive Vice President, Chief Financial Officer U.S. Bank Trust Company, National Association 000 Xxxxxxxx Xxxxxx, Xxxxx 000 Nashville, Tennessee 37201 Attention: Clear Channel Administrator Re: 9.000% Senior Secured Notes due 2028 Reference is hereby made to the Indenture, dated as of August 22, 2023 (the “Indenture”), among the Issuer, the guarantors party thereto and the Trustee and the Collateral Agent, under which the Notes have been issued. 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 Global Notes 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 Private Placement 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 RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note 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 Notes and pursuant to and in accordance with 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 Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (c) ☐ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, 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 Restricted Definitive Notes and pursuant to and in accordance with 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 is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (d) ☐ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note 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 Restricted Definitive Notes and pursuant to and in accordance with 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 Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES (a) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. (b) ☐ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ☐ 144A Global Note ☐ Regulation S Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and are dated . [Insert Name of Transferor] By: Name: Title: Dated: Supplemental Indenture (this “Supplemental Indenture”), dated as of , among (the “Guaranteeing Subsidiary”), a subsidiary of Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the “Issuer”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”).

Appears in 1 contract

Samples: Indenture (Clear Channel Outdoor 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 IssuersCompany. Date: [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: : o (a) a beneficial interest in the: (i) 144A Global Note (CUSIP CUSIP__________), ; or (ii) Regulation S Global Note (CUSIP CUSIP___________), or ; or o (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: : o (a) a beneficial interest in the: (i) 144A Global Note (CUSIP CUSIP__________), ; or (ii) Regulation S Global Note (CUSIP CUSIP__________), ; or (iii) Unrestricted Global Note (CUSIP__________); or

Appears in 1 contract

Samples: First Supplemental Indenture (Legg Mason, 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________, 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

Appears in 1 contract

Samples: Indenture (Cinemark Usa Inc /Tx)

¨ 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP _________); or (iv) ¨ Unrestricted Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Calpine Corporation 000 Xxxxx Xxxxxx, Xxxxx 0000 Houston, Texas 77002 Facsimile No.: (000) 000-0000 Wilmington Trust, National Association 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Minneapolis, Minnesota 55402 Facsimile No.: (000) 000-0000 Re: 5.000% Senior Notes due 2031 Reference is hereby made to the Indenture, dated as of August 10, 2020 (as amended or supplemented from time to time, the “Indenture”), between Calpine Corporation, as issuer (the “Company”), and Wilmington Trust, 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 (Calpine 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: ___________________________ ANNEX A TO CERTIFICATE OF TRANSFER 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 (iii) ¨ IAI 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) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Clearway Energy Operating LLC c/o Clearway Energy, Inc. 300 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, Xxx Xxxxxx 00000 Xxtention: General Counsel Delaware Trust Company 251 Xxxxxx Xxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Xxtention: Corporate Trust Department Re: 3.750% Senior Notes due 2031 Reference is hereby made to the Indenture, dated as of March 9, 2021 (the “Indenture”), among Clearway Energy Operating LLC, as issuer (the “Company”), the Guarantors party thereto and Delaware 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] 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 (Clearway Energy, 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _____________________, __ 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) [_] an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Cinemark USA, Inc. 0000 Xxxxxx Xxxxxxx Xxxxx, XX 00000 Xxxxx Fargo Bank, N.A. 0000 Xxxx Xxx, 2nd Floor MAC: T5303-022 Xxxxxx, Xxxxx 00000 Attention: Corporate Trust Services Re: 5.875% Senior Notes due 2026 Reference is hereby made to the Indenture, dated as of March 16, 2021 (as such may be amended or supplemented from time to time, the “Indenture”), oramong Cinemark USA, Inc., as issuer (the “Company”), the Guarantors party thereto and Xxxxx Fargo Bank, N.A., 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

Appears in 1 contract

Samples: Indenture (Cinemark 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _________:______________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________92922P AM8), or (ii) ¨ Regulation S Global Note (CUSIP __________U85254 AG2), or (biii) ☐ a Restricted Definitive Note.¨ IAI Global Note (CUSIP ); or 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP 92922P AM8), or (ii) ¨ Regulation S Global Note (CUSIP U85254 AG2), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. W&T Offshore, Inc. 5710 Xxxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000 Wilmington Trust, National Association Global Capital Markets 50 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000 Re: 11.750% Senior Second Lien Notes due 2026 Reference is hereby made to the Indenture, dated as of January 27, 2023 (the “Indenture”), among W&T Offshore, Inc., as issuer (the “Company”), the Guarantors party thereto and Wilmington Trust, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________), or (ii) ☐ Regulation S Global Note (CUSIP ___________, (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, orthe Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (W&t Offshore 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (biii) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A ¨ IAI Global Note (CUSIP __________), ; or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Samples: Indenture (Calpine 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 IssuersIssuer. ---------------------------------------- [Insert Name of Transferor] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: _______________________---------------------- ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following: : [CHECK ONE OF (aA) ☐ a beneficial interest in the: OR (i) ☐ 144A Global Note (CUSIP __________B), 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]

Appears in 1 contract

Samples: Indenture (Centennial Communications Corp /De)

¨ 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 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 (iii) ¨ IAI 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) ¨ IAI Global Note (CUSIP _________); or (iv) ¨ Unrestricted Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Diamondback Energy, Inc. 000 Xxxx Xxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Facsimile No.: (000) 000-0000 Attention: Chief Financial Officer Xxxxx Fargo Bank, National Association, [as Trustee and Registrar – DAPS Reorg] MAC N9303-121 000 0xx Xxxxxx Xxxxx Xxxxxxxxxxx, XX 00000 Telephone No.: (000) 000-0000 Fax No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Re: 7.625% Senior Notes due 2021 Reference is hereby made to the Indenture, dated as of September 18, 2013 (as amended, the “Indenture”), among Diamondback Energy, Inc., as issuer (the “Company”), 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 (Diamondback Energy, 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 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 (iii) ¨ IAI 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) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. General Motors Financial Company, Inc. 000 Xxxxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, XX 00000 Xxxxx Fargo Bank, National Association 000 X. Xx. Xxxx Xxxxx, Suite 1750 MAC T9263-170 Xxxxxx, XX 00000 Attn: Corporate Trust, Municipal and Escrow Services Re: [2.75% Senior Notes due 2016]13 [3.25% Senior Notes due 2018]14 [4.25% Senior Notes due 2023]15 (CUSIP ) Reference is hereby made to the Indenture, dated as of May 14, 2013 (the “Indenture”), among General Motors Financial Company, Inc., as issuer (the “Company”), the Guarantor named on the signature pages 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 (General Motors Financial Company, 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 IssuersCompany. ----------------------------------------- [Insert Name of Transferor] By: -------------------------------------- Name: Title: Dated: _______________________-------------------- 104 ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) | | a beneficial interest in the 144A Global Note (CUSIP _____). (b) | | a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: [CHECK ONE] (a) | | a beneficial interest in the: (i) | | 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S | | Unrestricted 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

Appears in 1 contract

Samples: Indenture (GPPD 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: ________________________ ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) c a beneficial interest in the: (i) c 144A Global Note (CUSIP __________), or (ii) c Regulation S Global Note (CUSIP __________), or (b) c a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) c a beneficial interest in the: (i) c 144A Global Note (CUSIP __________), or (ii) c Regulation S Global Note (CUSIP __________), or (iii) c Unrestricted Global Note (CUSIP __________); or (b) c a Restricted Definitive Note; or (c) c an Unrestricted Definitive Note, in accordance with the terms of the Indenture. EXHIBIT C MGM China Holdings Limited 美高梅中國控股有限公司 Avenida Dr. Sxx Xxx Xxx, Edifício MGM MACAU NAPE, Macau Facsimile No.: +000 00000000 Email: axxxxxxxxxxxx@xxx.xx Attention: Axxxxxx Xxxxxx, Company Secretary and Executive Vice President of Legal and General Counsel Wilmington Savings Fund Society, FSB 500 Xxxxxxxx Xxxxxx Wilmington, DE 19801 United States of America Attn: Corporate Trust – MGM China Holdings 5.25% Senior Notes due 2025 Re: 5.25% Senior Notes due 2025 Reference is hereby made to the Indenture, dated as of June 18, 2020 (the “Indenture”), between MGM China Holdings Limited 美高梅中國控股有限公司, as issuer (the “Issuer”), and Wilmington Savings Fund Society, FSB, 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 US$_________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (MGM Resorts International)

¨ 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: _______________________: 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) IAI Global Note (CUSIP [●]), or (iv) Unrestricted Global Note (CUSIP [●]), or (b) a Restricted Definitive Note; or (c) a Restricted Definitive Note, in accordance with the terms of the Indenture. NGL Energy Partners LP 0000 Xxxxx Xxxx Xxxxxx, Xxxxx 0000 Tulsa, Oklahoma 74136 U.S. Bank Trust Company, National Association 00000 Xxxx Xxxx, Suite 800 Dallas, TX 75240 Attention: Global Corporate Trust Services Re: [8.125% Senior Secured Notes due 2029 CUSIP: ][8.375% Senior Secured Notes due 2032 CUSIP: ] Reference is hereby made to the Indenture, dated as of February 2, 2024 (the “Indenture”), among NGL Energy Operating LLC and NGL Energy Finance Corp., as issuers (the “Issuers”), the Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee 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 that:

Appears in 1 contract

Samples: Indenture (NGL Energy Partners 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 (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: _______________________: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________CUSIP: 71376L AD2; ISIN: US71376LAD29), or (ii) ☐ Regulation S Global Note (CUSIP __________U71355 AD0; ISIN: USU71355AD00), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________CUSIP: 71376L AD2; ISIN: US71376LAD29), or (ii) ☐ Regulation S Global Note (CUSIP U71355 AD0; ISIN: USU71355AD00), 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. Performance Food Group, Inc. 00000 Xxxx Xxxxx Xxxxxxx Xxxxxxxx, Xxxxxxxx 00000 Attention: A. Xxxxx Xxxx, Senior Vice President, General Counsel and Secretary With a copy to: Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Xxx Xxxxxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Fascimile: (000) 000-0000 Attention: Xxxxx X. Xxxxxxxx U.S. Bank National Association 00 Xxxxxxxxxx Xxxxxx EP-MN-WS3C St. Xxxx, MN 55107 Attn: Performance Food Group Administrator Re: 6.875% Senior Notes due 2025 Reference is hereby made to the Indenture, dated as of April 24, 2020 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among Performance Food Group, Inc., a Colorado corporation (the “Issuer”), the Guarantors party thereto and U.S. Bank National Association, as Trustee, Transfer Agent, Registrar and Paying 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 Note[s] or an interest in such Note[s], 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 Global Notes 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 Private Placement 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 RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note 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 Notes and pursuant to and in accordance with 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 Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Samples: Indenture (Performance Food Group Co)

¨ 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 Security or Restricted Definitive Notes Security 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: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note Security (CUSIP ____________), or (ii) ☐ Regulation S Global Note Security (CUSIP ____________), ; or (b) ☐ a Restricted Definitive NoteSecurity. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note Security (CUSIP __________), or (ii) ☐ Regulation S Global Note Security (CUSIP CUSIP__________), or (iii) ☐ Unrestricted Global Security (CUSIP__________); or (b) ☐ a Restricted Definitive Security; or (c) ☐ an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Transocean Phoenix 2 Limited c/o Transocean Inc. 00 Xxxxxxx Xxxxx

Appears in 1 contract

Samples: Indenture (Transocean 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 IssuersCompany. [Insert Name of Transferor] By: /s/ Name: Title: DatedDate: _______________________ 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 (iii) ¨ IAI 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) ¨ IAI Global Note (CUSIP _________); or (iv) ¨ Unrestricted Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Edgen Mxxxxx Corporation 10000 Xxxxxxxx Xxxx, Xxxxx Xxxxx, XX 00000 Attention: Chief Financial Officer The Bank of New York Mellon Trust Company, N.A. 10000 Xxxxxxxxx Xxxxxxx Xxxxxxxxxxxx, XX 00000 Attention: Corporate Trust Administration Telecopy: (000) 000-0000 Re: 8.75% Senior Secured Notes due 2020 Reference is hereby made to the Indenture, dated as of October 16, 2012 (the “Indenture”), among Edgen Mxxxxx Corporation, as issuer (the “Company”), the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., 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 (EM Holdings LLC)

¨ 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 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 (iii) ¨ IAI 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) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture.

Appears in 1 contract

Samples: Indenture (Tercentenary Holdings, 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: ________________________ ANNEX A TO CERTIFICATE OF TRANSFER 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 (iii) ☐ IAI 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) ☐ IAI Global Note (CUSIP [ ]); or (iv) ☐ Unrestricted Global Note (CUSIP [ ]); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. FORM OF CERTIFICATE OF EXCHANGE CSI Compressco LP 00000 Xxxxxxxxxx 00 Xxxxx Xxx Xxxxxxxxx, Xxxxx 00000 U.S. Bank National Association 00000 Xxxx Xxxx, Suite 800 Dallas, Texas 75240 Attention: Global Corporate Trust Services Re: 10.000%/10.750% Senior Secured Second Lien Notes due 2026 (CUSIP _________________) Reference is hereby made to the Indenture, dated as of June 12, 2020 (the “Indenture”), oramong CSI Compressco LP and CSI Compressco Finance Inc., as issuers (the “Issuers”), the Guarantors party thereto, U.S. Bank National Association, as Trustee, and U.S. Bank National Association, as Collateral 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 Global Notes 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 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 (CSI Compressco 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 (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. To the extent Canadian securities laws, rules or regulations are applicable, such Transfer is being made in accordance with, or pursuant to exemptions from, them. 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: _______________________: 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 (iii) ¨ IAI 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) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or

Appears in 1 contract

Samples: Indenture (Dollarama 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 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 (iii) IAI 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) IAI Global Note (CUSIP _________); or (iv) Unrestricted Global Note (CUSIP _________); or (b) a Restricted Definitive Note; or (c) an Unrestricted Definitive Note, in accordance with the terms of the Indenture. HC2 Holdings, Inc. 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 U.S. Bank National Association 00 Xxxxxxxxxx Xxxxxx EP-MN-WS3C St. Xxxx, Minnesota 55107 Re: 11.500% Senior Secured Notes due 2021 Reference is hereby made to the Indenture, dated as of November 20, 2018 (the “Indenture”), among HC2 Holdings, Inc., as issuer (the “Company”), the Subsidiary Guarantors party thereto, U.S. Bank National Association, as trustee, and the collateral agent party thereto. 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 (Hc2 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. GC Impsat Holdings I Plc 0 Xxxxxx Xxxxxx Xxxxxx XX0 0XX, Xxxxxx Xxxxxxx Attention: General Counsel Xxxxx Fargo Bank, National Association Corporate Trust Services Sixth St. and Marquette Ave., MAC X0000-000 Xxxxxxxxxxx, XX 00000 Attention: GC Impsat Administrator Facsimile: (000) 000-0000 Re: 9.875% Senior Notes due 2017 (CUSIP ) Reference is hereby made to the Indenture, dated as of February 14, 2007 (the “Indenture”), between GC Impsat Holdings I Plc, a public limited company organized under the laws of England and Wales, as issuer (the “Company”), and Xxxxx Fargo Bank, National Association, as trustee, and upon consummation of the Merger, the Guarantors. 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 (Global Crossing 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 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 (iii) ❑ IAI 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) ❑ IAI Global Note (CUSIP ); or (iv) ❑ Unrestricted Global Note (CUSIP ); or (b) ❑ a Restricted Definitive Note; or (c) ❑ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Emergent BioSolutions Inc. 400 Xxxxxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 U.S. Bank National Association Attention: Corporate Trust Dept Oxx Xxxxxxx Xx, 00xx xxxxx Xxxxxx, XX 00000 Lxxxx.xxxxxx@xxxxxx.xxx Re: 3.875% Senior Unsecured Notes due 2028 Reference is hereby made to the Indenture, dated as of August 7, 2020 (the “Indenture”), among Emergent BioSolutions Inc., as issuer (the “Company”), the Guarantors from time to time party thereto and 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 (Emergent BioSolutions 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a ¨a beneficial interest in the: (i) ☐ 144A ¨144A Global Note (CUSIP __________), or (ii) ☐ Regulation ¨Regulation S Global Note (CUSIP __________), or (iii) ¨IAI Global Note (CUSIP ); or (b) ☐ a ¨a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a ¨a beneficial interest in the: (i) ☐ 144A ¨144A Global Note (CUSIP __________), or (ii) ☐ Regulation ¨Regulation S Global Note (CUSIP __________), or (iii) ¨IAI Global Note (CUSIP ); or (iv) ¨Unrestricted Global Note (CUSIP ); or (b) ¨a Restricted Definitive Note; or (c) ¨an Unrestricted Definitive Note, in accordance with the terms of the Indenture. X&X Equipment Services, Inc. 00000 Xxxx Xxxx, Suite 200 Baton Rouge, LA 70816 The Bank of New York Mellon Trust Company, N.A. 00000 Xxxxxxxxx Xxxxxxx Xxxxxxxxxxxx, XX 00000 Re: 7% Senior Notes due 2022 Reference is hereby made to the Indenture, dated as of August 20, 2012 (the “Indenture”), among H&E Equipment Services, Inc., as issuer (the “Company”), the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., 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 (H&E Equipment Services, 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 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 (iii) ¨ AI 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) ¨ AI Global Note (CUSIP _________), or (iv) ¨ Unrestricted Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. CURO Group Holdings Corp. 000 Xxxx Xxxxxxx Xxxxxx, 8th Floor Chicago, Il, 60654 Attention: Chief Legal Officer U.S. Bank Trust Company, National Association, as Trustee and Registrar [ ] Attention: [ ] Telephone No.: [ ]

Appears in 1 contract

Samples: Indenture (CURO Group Holdings 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 IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 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 (iii) ☐ IAI 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) ☐ IAI Global Note (CUSIP _________); or (iv) ☐ Unrestricted Global Note (CUSIP _________); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Range Resources Corporation 000 Xxxxxxxxxxxx Xxxxxx, Suite 1200 Fort Worth, TX 76102 U.S. Bank National Association 00000 Xxxx Xx Xxxxx 800 Dallas, TX 75240 Facsimile No.: (000) 000-0000 Attention: Corporate Trust Services Re: 9.25% Senior Notes due 2026 Reference is hereby made to the Indenture, dated as of January 24, 2020 (the “Indenture”), among Range Resources Corporation, a Delaware corporation (the “Issuer”), the Guarantors party thereto and 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 (Range Resources 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 904 144 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 Certificated 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 Certificated 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: _____________________________ 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) Rule 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S AI Global Note (CUSIP __________), or (b) ☐ a Restricted Definitive Certificated Note. 2. After the Transfer Transfer, the Transferee will hold: (a) ☐ a beneficial interest in the: (i) Rule 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S AI Global Note (CUSIP __________), or (iii) Unrestricted Global Note (CUSIP ), or (b) ☐ a Restricted Certificated Note, or

Appears in 1 contract

Samples: Indenture (Pioneer Energy Services 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 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. Xxxxx Healthcare Corporation 0000 Xxxx Xxxxxx, Suite 1400 Dallas, TX 75202 Attention: Investor Relations The Bank of New York Mellon Trust Company, N.A. 000 Xxxxx Xxxx Xxxxxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000 Attention: Corporate Unit Re: 4.625% Senior Secured First Lien Notes Due 2024 Reference is hereby made to the Indenture, dated as of November 6, 2001, between Xxxxx Healthcare Corporation, as issuer (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as successor trustee to The Bank of New York, as supplemented by the Thirty-First Supplemental Indenture, dated as of August 26, 2019, among the Company, the Guarantors party thereto and the Trustee (as so supplemented, the “Indenture”). 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: Supplemental Indenture (Tenet Healthcare 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. ____ Name: Title: Dated: _____________, ____ ANNEX A TO CERTIFICATE OF TRANSFER The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: (i) ☐ : [ ] 144A Global Note (CUSIP __________), or (ii) ☐ or [ ] 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) ☐ : [CHECK ONE] [ ] 144A Global Note (CUSIP __________), or (ii) ☐ or [ ] Regulation S Global Note (CUSIP ________), or [ ] Unrestricted Global Note (CUSIP ________); or [ ] a Restricted Definitive Note; or [ ] an Unrestricted Definitive Note, orin accordance with the terms of the Indenture. EXHIBIT C FORM OF CERTIFICATE OF EXCHANGE Interface, Inc. 0000 Xxxxx Xxxxx Xxxx Xxxxx 0000 Xxxxxxx, XX 00000 SunTrust Bank [address] Attn: Corporate Trust Department

Appears in 1 contract

Samples: Indenture (Interface 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: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________[ISIN: XS2332250880][Common Code: 233225088]), or (ii) ☐ Regulation S Global Note (CUSIP __________[ISIN: XS2332250708][Common Code: 233225070]), 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 __________[ISIN: XS2332250880][Common Code: 233225088]), or (ii) ☐ Regulation S Global Note (CUSIP __________[ISIN: XS2332250708][Common Code: 233225070]), or (iii) ☐ Unrestricted Global Note ([ ]); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Organon & Co. / Organon Finance 1 LLC 00 Xxxxxx Xxxxxx, 33rd Floor Jersey City, New Jersey 07302 Attention: Treasurer U.S. Bank Corporate Trust Services 000 Xxxxxxxx Xxx X 0xx Xxxxx, XXXX: Transfers Xx. Xxxx, MN 55107 Elavon Financial Services DAC, UK Branch., as Registrar 000 Xxx Xxxxx Xxxxxx, Xxxxx Xxxxx Xxxxxx XX0X 0XX Re: 2.875% Senior Secured Notes due 2028 Reference is hereby made to the Indenture, dated as of April 22, 2021 (the “Indenture”), among Organon Finance 1 LLC, with obligations to be assumed by Organon & Co., as Issuer, Organon Foreign Debt Co-Issuer B.V., as Co-Issuer, the Trustee, the Collateral Agent, the Paying Agent, the Transfer Agent and the Registrar. 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 Global Notes 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 Private Placement 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 RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note 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 Notes and pursuant to and in accordance with 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 Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (c) ☐ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, 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 Restricted Definitive Notes and pursuant to and in accordance with 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 is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (d) ☐ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note 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 Restricted Definitive Notes and pursuant to and in accordance with 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 Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES (a) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. (b) ☐ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] [ ] 144A Global Note [ ] Regulation S Global Note, in each case, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers and are dated . [Insert Name of Transferor] By: Name: Title: Dated: First Supplemental Indenture (this “Supplemental Indenture”), dated as of , among Organon & Co., a Delaware corporation (the “Company”) and Organon Foreign Debt Co-Issuer B.V., a subsidiary of the Company and a Dutch private limited company (besloten vennootschap met beperkte aansprakelijkheid) (the “Co-Issuer”), Organon Finance 1 LLC (the “Escrow Issuer”) and U.S. Bank National Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”).

Appears in 1 contract

Samples: Indenture (Organon & Co.)

¨ 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (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

Appears in 1 contract

Samples: Indenture (Melco Resorts & Entertainment 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 IssuersIssuer. ---------------------------------------- [Insert Name of Transferor] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: _______________________------------------------------ ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following: : [CHECK ONE OF (aA) ☐ a beneficial interest in the: OR (i) ☐ 144A Global Note (CUSIP __________B), 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]

Appears in 1 contract

Samples: Indenture (Centennial Communications Corp /De)

¨ 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: NameBy:____________________________________Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following:: ASIA 33951818 B-3 (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. ASIA 33951818 B-4 Xxxx Macau, Limited Avenida xx Xxxx Desportiva Cotai Macau SAR Attention: Xx. Xxxxx Xxxxxx Deutsche Bank Trust Company Americas c/o DB Services Americas, Inc. 0000 Xxxx Xxxxxxx, Xxxxx 000 Jacksonville, FL 32256 Attn: Transfer Department, Xxxx Macau – SF0965 Re: 5.500% Senior Notes due 2026 Reference is hereby made to the Indenture, dated as of June 19, 2020 (the “Indenture”), between Xxxx Macau, Limited, as issuer (the “Issuer”), and Deutsche Bank Trust Company Americas, 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 US$_________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Wynn Resorts 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 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 (iii) ☐ AI 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) ☐ AI Global Note (CUSIP _________), or (iv) ☐ Unrestricted Global Note (CUSIP _________); or (b) ☐ Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. CURO Group Holdings Corp. 0000 Xxxxx Xxxxx Xxxx Xxxxxxx, Xxxxxx 00000 Attention: Chief Legal Officer TMI Trust Company, as Trustee and Registrar 0000 Xxxxxxxxx Xxxx NE, Suite 480 Atlanta, GA 30328 Attention: Xxxxx Xxxxxxxx Telephone No.: 000.000.0000 Re: 7.500% Senior Secured Notes due 2028 Reference is hereby made to the Indenture, dated as of July 30, 2021 (the “Indenture”), among CURO Group Holdings Corp., a Delaware corporation (the “Company”), the Guarantors and TMI Trust Company, as Trustee and as 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 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 Global Notes 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 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 (CURO Group Holdings 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 IssuersCompany. 1 Include if an Opinion of Counsel is requested by the Company in connection with the transfer. Pursuant to the Indenture, the Company may request, in its sole discretion, an Opinion of Counsel for transfers pursuant to item 3(d). [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 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 (iii) ¨ IAI 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) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Pilgrim’s Pride Corporation 0000 Xxxxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxxxxxxx Xxxxxx The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, Floor 4 East Attention: Global Corporate Trust Re: 7.875% Senior Notes Due 2018 Reference is hereby made to the Indenture, dated as of December 14, 2010 (the “Indenture”), among Pilgrim’s Pride Corporation, as issuer (the “Company”), the Guarantors party thereto and The Bank of New York Mellon, as trustee, registrar and paying 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 that:

Appears in 1 contract

Samples: Indenture (Pilgrims Pride 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 IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 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. Texas Competitive Electric Holdings Company LLC Energy Plaza 0000 Xxxxx Xxxxxx Dallas, Texas 75201-3411 Facsimile No.: (000) 000-0000 (000) 000-0000 TCEH Finance, Inc. Energy Plaza 0000 Xxxxx Xxxxxx Dallas, Texas 75201-3411 Facsimile No.: (000) 000-0000 (000) 000-0000 The Bank of New York Mellon Trust Company, N.A. Corporate Trust Division 000 Xxxxxx Xxxxxx – 00xx Xxxxx Xxxxxxx, XX 00000 Facsimile No.: (000) 000-0000 Attention: TCEH Trustee Re: 15% Senior Secured Second Lien Notes due 2021 Reference is hereby made to the Indenture, dated as of October 6, 2010 (the “Indenture”), among Texas Competitive Electric Holdings Company LLC and TCEH Finance, Inc., the Guarantors named therein and the 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, or (ii) ☐ Regulation S Global Note (CUSIP in the principal amount of $___________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, orthe Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Energy Future Intermediate Holding CO LLC)

¨ 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 IssuersPartnership. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 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. Energy Transfer Partners, L.P. 0000 Xxx Xxxx Xxxxxx Xxxxxx, Xxxxx 00000 U.S. Bank National Association 0000 Xxx Xxxxxx, Suite 1050 Houston, Texas 77057 Re: Floating Rate Junior Subordinated Notes due 2066 Reference is hereby made to the Indenture, dated as of June 24, 2013 (the “Base Indenture”), between Energy Transfer Partners, L.P., as issuer (the “Partnership”) and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the first supplemental indenture, dated as of June 24, 2013 (together with the Base Indenture, the “Indenture”), between the Partnership and the 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: First Supplemental Indenture (Energy Transfer Partners, L.P.)

¨ 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 Issuersbenefit. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 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. Renewable Energy Group, Inc. 000 Xxxxx Xxxx Xxxxxx Ames, IA 50010 Attention: General Counsel UMB Bank, N.A. 0000 Xxx Xxxxxx Xxxxxx, Suite 870 Houston, Texas 77056 Attention: Xxxxxx Xxxxxx Re: 5.875% Senior Secured Green Notes due 2028 Reference is hereby made to the Indenture, dated as of May 20, 2021 (the “Indenture”), among Renewable Energy Group, Inc., a Delaware corporation (the “Company”), the Guarantors party thereto and UMB Bank, N.A., 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 (Renewable Energy Group, 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 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. Xxxxx Healthcare Corporation 00000 Xxxx Xxxx Dallas, TX 75240 Attention: Investor Relations The Bank of New York Mellon Trust Company, N.A. 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000 Attention: Corporate Unit Re: 8 7/8% Senior Secured Notes Due 2019 Reference is hereby made to the Indenture, dated as of November 6, 2001, between Xxxxx Healthcare Corporation, as issuer (the “Company”) and The Bank of New York Mellon Trust Company, N.A., as successor trustee to The Bank of New York, as supplemented by the Eleventh Supplemental Indenture, dated as of June 15, 2009, among the Company, the Guarantors party thereto and the Trustee (as so supplemented, the “Indenture”). 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: Eleventh Supplemental Indenture (Tenet Healthcare 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 IssuersIssuer. _______________________________________ [Insert Name of Transferor] By: :____________________________________ Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) c a beneficial interest in the: (i) c 144A Global Note (CUSIP __________), or (ii) c Regulation S Global Note (CUSIP __________), or (b) c a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) c a beneficial interest in the: (i) c 144A Global Note (CUSIP __________), or (ii) c Regulation S Global Note (CUSIP __________), or (iii) c Unrestricted Global Note (CUSIP __________); or (b) c a Restricted Definitive Note; or (c) c an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Xxxx Macau, Limited Rua Cidade de Sintra NAPE Macau Attention: Xx. Xxxxx X. Schall Deutsche Bank Trust Company Americas c/o DB Services Americas, Inc. 0000 Xxxx Xxxxxxx, Xxxxx 000 Jacksonville, FL 32256 Attn: Transfer Department, Xxxx Macau – AT3335 Re: 4.875% Senior Notes due 2024 Reference is hereby made to the Indenture, dated as of September 20, 2017 (the “Indenture”), between Xxxx Macau, Limited, as issuer (the “Issuer”), and Deutsche Bank Trust Company Americas, 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 US$_________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Wynn Resorts 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 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________________ ________________________________ [Insert Name of Transferor] By:__________________________________ Name: Title: DTC Participant No. _________ ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: (i) 144A Global Note Security (CUSIP __________), ; or (ii) Regulation S Global Note Security (CUSIP __________), or ; or [ ] (b) a Restricted Definitive NoteSecurity. 2. After the Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Note Security (CUSIP __________), ; or (ii) Regulation S Global Note Security (CUSIP __________), ; or (iii) Unrestricted Global Security (CUSIP __________); or [ ] (b) a Restricted Definitive Security; or

Appears in 1 contract

Samples: Eighth Supplemental Indenture (Ford Motor Credit Co)

¨ 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 Certificated 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 Certificated Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. Dated: [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 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 Certificated 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

Appears in 1 contract

Samples: Supplemental Indenture (Host Hotels & Resorts, 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 Physical 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 Physical 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: _____________________, 20__ 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: (i) Rule 144A Global Note (CUSIP __________), or (ii) Temporary S Global Note (CUSIP _________), or (iii) Permanent Regulation S Global Note (CUSIP __________), or (iv) IAI Global Note (CUSIP _________); or (b) a Restricted Definitive Physical Note. 2. After the Transfer the Transferee will hold:, in accordance with the terms of the Indenture: [CHECK ONE] (a) a beneficial interest in the: (i) Rule 144A Global Note (CUSIP __________), or (ii) Temporary Regulation S Global Note (CUSIP _________), or (iii) Permanent Regulation S Global Note (CUSIP _________), or

Appears in 1 contract

Samples: Indenture (Ambac Financial Group 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (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:: [CHECK ONE] (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. The Chemours Company 0000 Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Attention: General Counsel U.S. Bank National Association Corporate Trust Services Registered Transfers West Side Flats South-2nd N Mail Code: EP-MN-WS2N 00 Xxxxxxxxxx Xxx Saint Xxxx, Minnesota 55107 Re: The Chemours Company Senior Notes

Appears in 1 contract

Samples: Supplemental Indenture (Chemours Co)

¨ 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 shall 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: ________________________ ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: (i) 144A Global Note (CUSIP 769627AE0), or (ii) Regulation S Global Note (CUSIP U7667GAA8), or (iii) IAI Global Note (CUSIP 769627AF7); or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee shall hold: [CHECK ONE] (a) a beneficial interest in the: (i) 144A Global Note (CUSIP 769627AE0), or (ii) Regulation S Global Note (CUSIP U7667GAA8), or (iii) IAI Global Note (CUSIP 769627AF7); or (iv) Unrestricted Global Note (CUSIP __________), ; or (iib) ☐ Regulation S Global Note a Restricted Definitive Note; or (c) an Unrestricted Definitive Note, in accordance with the terms of the Indenture. EXHIBIT C FORM OF CERTIFICATE OF EXCHANGE Riviera Holdings Corporation 2901 Las Vegas Boulevard Sxxxx Xxx Xxxxx, Xxxxxx 00000 Xxxxxxxxx: Xxxxxxxxx [Registrar address block] Re: 11% Senior Secured Notes due 2010 (CUSIP ____________) Reference is hereby made to the Indenture, dated as of June 26, 2002 (the "Indenture"), or among Riviera Holdings Corporation, as issuer (b) ☐ a Restricted Definitive Note. 2the "Company"), the Guarantors named on the signature pages thereto and The Bank of New York, as trustee. After Capitalized terms used but not defined herein shall have the Transfer meanings given to them in the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP Indenture. __________), or (ii) ☐ Regulation S Global Note (CUSIP ________________, (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, orthe Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Riviera Holdings 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 IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 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 (iii) ¨ IAI 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) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Audatex North America, Inc. c/o Solera Holdings Inc. 0 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, Xxxxx 00000 U.S. Bank National Association 000 Xxxxxx Xxxxxx Xxxxx, 0xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000 Re: 6.75% Senior Notes due 2018 Reference is hereby made to the Indenture, dated as of June 14, 2011 (the “Indenture”), among Audatex North America, Inc., as issuer (the “Issuer”), the Guarantors party thereto and 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 (Solera 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 shall 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: _______________________ 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 shall 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, orin accordance with the terms of the Indenture. Xxxxxx Xxxxxxxx Communities, Inc. 0000 Xxxxx Xxxxxxxxxx Xxxx, Xxxxx 0000 Scottsdale, Arizona 85251 U.S. Bank National Association Global Corporate Trust Services Mailcode: EP-MN-WS3C 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107-2292 Attn: Xxxxxx Xxxxxxxx Administrator Telephone No.:(000) 000-0000 Fax No.: (000) 000-0000 Email: xxxx.xxxxxxxx@xxxxxx.xxx Re: 5.75% Senior Notes due 2028 (CUSIP _____) Reference is hereby made to the Indenture, dated as of August 1, 2019 (the “Indenture”), among Xxxxxx Xxxxxxxx Communities, Inc., a Delaware corporation (the “Issuer”), the Guarantors party thereto and 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 (Taylor Morrison Home 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 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. Xxxxx Healthcare Corporation 0000 Xxxx Xxxxxx, Suite 1400 Dallas, TX 75202 Attention: Investor Relations The Bank of New York Mellon Trust Company, N.A. 000 Xxxxx Xxxx Xxxxxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000 Attention: Corporate Unit Re: 4.625% Senior Secured First Lien Notes Due 2028 Reference is hereby made to the Indenture, dated as of November 6, 2001, between Xxxxx Healthcare Corporation, as issuer (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as successor trustee to The Bank of New York, as supplemented by the Thirty-Fifth Supplemental Indenture, dated as of June 16, 2020, among the Company, the Guarantors party thereto and the Trustee (as so supplemented, the “Indenture”). 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: Supplemental Indenture (Tenet Healthcare 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 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 (iii) IAI 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) IAI Global Note (CUSIP ), or (iv) Unrestricted Global Note (CUSIP ); or (b) a Restricted Definitive Note; or (c) an Unrestricted Definitive Note, in accordance with the terms of the Indenture. American Airlines Group Inc. 4300 Xxxx Xxxxxx Boulevard Mail Drop 5662 Foxx Xxxxx, Xxxxx 00000 Wilmington Trust, National Association 240 Xxxxx Xxxx, Xxxxx 000 Xxxxxxxx, Xxxxxxxxxxx 00000 Re: 4.625% Senior Notes due 2020 Reference is hereby made to the Indenture, dated as of March 5, 2015 (the “Indenture”), among American Airlines Group Inc., as issuer (the “Company”), the Guarantors party thereto and Wilmington Trust, 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 (American Airlines 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 IssuersPartnership. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 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. Energy Transfer Partners, L.P. 0000 Xxx Xxxx Xxxxxx Xxxxxx, Xxxxx 00000 U.S. Bank National Association 0000 Xxx Xxxxxx, Suite 1050 Houston, Texas 77057 Re: [fill in full title of securities] Reference is hereby made to the Indenture, dated as of [ ] (the “Indenture”), among Energy Transfer Partners, L.P., as issuer (the “Partnership”), the Guarantors party thereto and U.S. Bank National Association (as successor to Wachovia 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: Twelfth Supplemental Indenture (Energy Transfer Partners, L.P.)