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

o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is 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 Issuer. [Insert Name of Transferor] By: Name: Title: Dated: EXHIBIT C FORM OF CERTIFICATE OF EXCHANGE GFL Environmental Inc. 00 Xxxx Xxxxxx Xxxx Xxxxx 0000, Xxxxxxx, Xxxxxxx, X0X 0X0 Xxxxxx Computershare Trust Company, N.A. 0000 Xxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx Xxxxx, XX 00000 Attention: Xxxxxx X. Major; Xxxx Xxxxxx Re: GFL Environmental Inc. 5.625% Senior Notes due 2022 CUSIP Reference is hereby made to the Indenture, dated as of May 12, 2017 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among GFL Environmental Inc., as issuer (the “Issuer”), the guarantors named therein and Computershare 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 beneficial interest in such Note[s] specified herein, in the principal amount of $ (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (GFL Environmental Holdings Inc.)

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o 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 Issuer. [Insert Name of Transferor] By: Name: Title: Dated: Exh-B-3 EXHIBIT C FORM OF CERTIFICATE OF EXCHANGE GFL Environmental Herc Holdings Inc. 00 Xxxx Xxxxxx Xxxx Xxxxx 0000, Attention: Xxxxxxx Xxxxxxx, Senior Vice President and Chief Legal Officer 00000 Xxxxxxxxx Xxxxxx Xxxx., Xxx. 000 Xxxxxx Xxxxxxx, X0X 0X0 Xxxxxx Computershare Trust Company, N.A. 0000 Xxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx Xxxxx, XX 00000 AttentionXxxxx Fargo Bank, National Association – DAPS Reorg MAC N9300-070 000 Xxxxxx Xxxxxx Xxxxx – 0xx Xxxxx Xxxxxxxxxxx, XX 00000 Phone: Xxxxxx X. Major; Xxxx Xxxxxx 000-000-0000 Fax: 000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx Re: GFL Environmental Inc. 5.6255.50% Senior Notes due 2022 2027 (the “Notes”) (CUSIP ) Reference is hereby made to the Indenture, dated as of May 12July 9, 2017 2019 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among GFL Environmental Herc Holdings Inc., as issuer a Delaware corporation (the “IssuerCompany”), the guarantors named therein party thereto and Computershare Trust CompanyXxxxx Fargo Bank, N.A.National Association, as trusteeTrustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or beneficial 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: Herc Holdings Inc

o 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 Issuer. XXXXXXX X [Insert Name of TransferorXXXX XX XXXXXXXXXXX XX XXXXXXXX] By: Name: Title: Dated: EXHIBIT C FORM OF CERTIFICATE OF EXCHANGE GFL Environmental XX Industries, Inc. 00 Xxxx Xxxxxx Xxxx 0 Xxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx, X0X 0X0 Xxxxxx Computershare Trust Company, N.A. 0000 Xxxxxx 000 Xxxxxxxxx, Xxxxxxxx 00000 Attention: CFO and General Counsel Facsimile No.: (000) 000-0000 with a copy to: Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx Xxxxx0000 Xxxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxx X. Major; Xxxx Xxxxxx Facsimile No.: (000) 000-0000 Xxxxx Fargo Corporate Trust-DAPS Reorg 6th & Marquette Ave 12th Floor MAC X0000-000 Xxxxxxxxxxx, XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx Re: GFL Environmental Inc. 5.6254.500% Senior Secured Notes due 2022 CUSIP 2026 Reference is hereby made to the Indenture, dated as of May 12November 21, 2017 2016 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among GFL Environmental CF Industries, Inc., a Delaware corporation, CF Industries Holdings, Inc., a Delaware corporation, the Subsidiary Guarantors party thereto and Xxxxx Fargo Bank, National Association, a national banking association duly incorporated and existing under the laws of the United States of America, as issuer trustee (the “IssuerTrustee”), and as collateral agent (the guarantors named therein and Computershare Trust Company, N.A., as trustee“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 beneficial an interest in such Note[s] specified herein], in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the ExchangeEx-change, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (CF Industries Holdings, Inc.)

o 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 Issuer. ____________________________________ [Insert Name of Transferor] By: _______________________________ Name: Title: Dated: EXHIBIT C FORM OF CERTIFICATE OF EXCHANGE GFL Environmental Inc. 00 Xxxx Xxxxxx Xxxx Xxxxx 0000_______________ SCHEDULE I ASSETS UNDER CONTRACT None Schedule II Existing Liens Liens in favor of Bank of America, XxxxxxxN.A., Xxxxxxxas administrative agent and collateral agent (“BofA”), X0X 0X0 Xxxxxx Computershare Trust Companyarising under that certain Credit Agreement, N.A. 0000 Xxxxxx Xxxxxxxxxdated as of the date hereof, Xxxxx 000among Nortek, Xxxxxxxxx XxxxxInc., XX 00000 Attention: Xxxxxx X. Major; Xxxx Xxxxxx Re: GFL Environmental Inc. 5.625% Senior Notes due 2022 CUSIP Reference is hereby made as Specified U.S. Borrower (as defined therein), the other Borrowers (as defined therein) from time to time party thereto, the Lenders (as defined therein) from time to time party thereto, BofA and the other agents party thereto. Liens in favor of U.S. Bank National Association, as trustee and collateral agent (“USB”), arising under that certain Indenture, dated as of May 12the date hereof, 2017 among Nortek, Inc., as Issuer (as amendeddefined therein), supplemented or otherwise modified the Guarantors (as defined therein) from time to timetime party thereto and USB. Jurisdiction Debtor Secured Party Filing Info Collateral AIGIS MECHTRONICS, the “Indenture”)INC. Delaware SOS Aigis Mechtronics, among GFL Environmental Inc.Inc. U.S. Bank National Association 2008 1740412 5/20/2008 All assets. Delaware SOS Aigis Mechtronics, as issuer (the “Issuer”), the guarantors named therein and Computershare Trust CompanyInc. Bank of America, N.A., as trusteeAdministrative Agent 2008 1744026 5/20/2008 All assets. Capitalized terms used but not defined herein shall have the meanings given BROAN-MEXICO HOLDINGS, INC. Delaware SOS (domestic) Xxxxxx Industries, Inc. Amended to them in the Indenturechange name: Broan-Mexico Holdings, Inc. U.S. Bank National Association 2008 1740891 5/20/2008 Amendment 2008 3138508 9/16/2008 All assets. Jurisdiction Debtor Secured Party Filing Info Collateral Delaware SOS Xxxxxx Industries, Inc. Amended to change name: Broan-Mexico Holdings, Inc. Bank of America, N.A., as Administrative Agent 2008 1744083 5/20/2008 Amendment 2008 3233556 9/24/2008 All assets. BROAN-NUTONE LLC Delaware SOS (the “Owner”domestic) owns Broan-Nutone LLC U.S. Bank National Association 2008 1740479 5/20/2008 All assets. Delaware SOS Broan-Nutone LLC Bank of America, N.A., as Administrative Agent 2008 1743952 5/20/2008 All assets. BROAN-NUTONE STORAGE SOLUTIONS LP Delaware SOS (domestic) Rangaire LP Amended to change name: Broan-NuTone Storage Solutions LP U.S. Bank National Association 2008 1740842 5/20/2008 Amendment 2008 3017595 9/05/2008 All assets. Delaware SOS Rangaire LP Amended to change name: Broan-NuTone Storage Solutions LP Bank of America, N.A., as Administrative Agent 2008 1743853 5/20/2008 Amendment 2008 2893830 8/25/2008 All assets. Jurisdiction Debtor Secured Party Filing Info Collateral CES GROUP, INC. Delaware SOS (domestic) CES Group, Inc. U.S. Bank National Association 2008 1739521 05/20/2008 All assets. Delaware SOS CES Group, Inc. Bank of America, N.A., as Administrative Agent 2008 1743903 5/20/2008 All assets. CLEANPAK INTERNATIONAL, INC. Delaware SOS Cleanpak International, Inc. U.S. Bank National Association 2008 1740529 5/20/2008 All assets. Delaware SOS Cleanpak International, Inc. Bank of America, N.A., as Administrative Agent 2008 1743499 5/20/2008 All assets. ELAN HOME SYSTEMS, L.L.C. Kentucky SOS (domestic) Elan Home Systems, L.L.C. Cisco Systems Capital Corporation 0000-0000000-00 3/20/2006 All of Debtor’s right, title and proposes to exchange the Note[s] or beneficial interest in such Note[s] specified hereinall Equipment from time to time between Debtor as lessee and Secured Party as lessor. Kentucky SOS Elan Home Systems, L.L.C. U.S. Bank National Association 2008-2319152-83.01 5/21/2008 All assets. Kentucky SOS Elan Home Systems, L.L.C. Bank of America, N.A., as Administrative Agent 2008-2319154-05.01 5/21/2008 All assets. GEFEN, INC. California SOS (domestic) Gefen, Inc. Bank of America, N.A., as Administrative Agent 08-7158747340 5/20/2008 All assets. California SOS Gefen, Inc. U.S. Bank National Association 08-7158750152 5/20/2008 All assets. Jurisdiction Debtor Secured Party Filing Info Collateral GOVERNAIR CORPORATION Oklahoma (filed w/County Clerk) (domestic) Governair Corporation Toyota Motor Credit Corporation 2005008306630 07/06/2005 Equipment Oklahoma (filed w/County Clerk) Governair Corporation Toyota Motor Credit Corporation 2006004696639 04/20/2006 Equipment Oklahoma (filed w/County Clerk) Governair Corporation Toyota Motor Credit Corporation 2006007307934 06/16/2006 Equipment Oklahoma (filed w/County Clerk) Governair Corporation Toyota Motor Credit Corporation 2007006871435 06/08/2007 Equipment Oklahoma (filed w/County Clerk) Governair Corporation U.S. Bank National Association 2008005826738 5/21/2008 All assets. Oklahoma (filed w/County Clerk) Governair Corporation Bank of America, N.A., as Administrative Agent 2008005827133 5/21/2008 All assets. GTO, INC. Florida – Dept of State (domestic) GTO Inc Xxxxxx Leasing Corp 200704854374 2/19/2007 Equipment Florida – Dept of State GTO, Inc. U.S. Bank National Association 200808369626 5/21/2008 All assets. Florida – Dept of State GTO, Inc. Bank of America, N.A., as Administrative Agent 200808369650 5/21/2008 All assets. Florida Secured Transaction Registry GTO Inc US Bancorp 200900164202 3/12/2009 Equipment Jurisdiction Debtor Secured Party Filing Info Collateral HC INSTALLATIONS, INC. Delaware SOS HC Installations, Inc. U.S. Bank National Association 2008 1740560 5/20/2008 All assets. Delaware SOS HC Installations, Inc. Bank of America, N.A., as Administrative Agent 2008 1743861 5/20/2008 All assets. HUNTAIR, INC. Delaware SOS Huntair, Inc. U.S. Bank National Association 2008 1740628 5/20/2008 All assets. Delaware SOS Huntair, Inc. Bank of America, N.A., as Administrative Agent 2008 1744133 5/20/2008 All assets. Delaware SOS Huntair, Inc Expeditors International of Washington, Inc 2009 3624589 11/12/2009 Any and all personal property of Debtor (including goods and documents of title relating thereto) at any time, in the principal amount past, now, or hereafter, in Secured Party’s possession, custody or control, or en route (including personal property at any time released or otherwise made available to the Debtor) and all proceeds and products of $ any of the forgoing in whatever form. This lien and security interest shall be in additional to any other rights Secured Party has or may acquire under other agreements and/or applicable law, and shall survive delivery or release of any collateral. Jurisdiction Debtor Secured Party Filing Info Collateral INTERNATIONAL ELECTRONICS, LLC Massachusetts Secretary of the Commonwealth (domestic) International Electronics, Inc. US Bancorp 200435296850 12/21/2004 Equipment Massachusetts Secretary of the “Exchange”)Commonwealth International Electronics, Inc. U.S. Bank National Association 200865535190 5/20/2008 All assets. In connection with Massachusetts Secretary of the ExchangeCommonwealth International Electronics, Inc. Bank of America, N.A., as Administrative Agent 200865739930 5/21/2008 All assets. Massachusetts Secretary of the Owner hereby certifies that:Commonwealth International Electronics, Inc. US Bancorp 200869665550 11/19/2008 Equipment Massachusetts Secretary of the Commonwealth International Electronics, Inc. US Bancorp 200869733510 11/24/2008 Equipment LINEAR H.K. LLC Delaware SOS (domestic) Linear H.K. LLC U.S. Bank National Association 2008 1740933 5/20/2008 All assets. Delaware SOS Linear H.K. LLC Bank of America, N.A., as Administrative Agent 2008 1744117 5/20/2008 All assets. LINEAR LLC California SOS (domestic) Linear LLC US Bancorp 07-7105269067 3/07/2007 (Lessee/Lessor) No collateral description Jurisdiction Debtor Secured Party Filing Info Collateral California SOS Linear LLC US Bancorp 07-7112276245 5/02/2007 Equipment California SOS Linear LLC US Bancorp 08-7142311855 1/03/2008 Equipment California SOS Linear LLC Bank of America, N.A., as Administrative Agent 08-7158747229 5/20/2008 All assets. California SOS Linear LLC U.S. Bank National Association 08-7158750273 5/20/2008 All assets. California SOS Linear Corporation General Electric Capital Corporation 08-7173530973 9/29/2008 All Equipment leased to or financed for the Debtor by Secured Party under that certain Total Image Management Agreement No. 7369170-007. LITE TOUCH, INC. Utah – Division of Corporations and Commercial Code (domestic) Lite Touch, Inc. Revco Leasing Company 317696200705 4/13/2007 Equipment Utah – Division of Corporations and Commercial Code Lite Touch, Inc. U.S. Bank National Association 344283200806 5/20/2008 All assets. Utah – Division of Corporations and Commercial Code Lite Touch, Inc. Bank of America, N.A., as Administrative Agent 344348200804 5/21/2008 All assets. MAGENTA RESEARCH LTD. Connecticut SOS (domestic) Magenta Research Ltd. Bank of America, N.A., as Administrative Agent 0002635716 5/21/2008 All assets. Connecticut SOS Magenta Research Ltd. U.S. Bank National Association 0002635706 5/21/2008 All assets. Jurisdiction Debtor Secured Party Filing Info Collateral MAMMOTH-WEBCO, INC. Delaware SOS (domestic) Mammoth, Inc. Amended to change name: Mammoth-Webco, Inc. Bank of America, N.A., as Administrative Agent 2008 1744034 5/20/2008 Amendment 2009 0206729 1/21/2009 All assets. NILES AUDIO CORPORATION Delaware SOS Niles Audio Corporation Heartland Business Credit 63378361 9/29/2006 (Lessee-Lessor) Equipment Delaware SOS Niles Audio Corporation U.S. Bank National Association 2008 1740248 5/20/2008 All assets. Delaware SOS Niles Audio Corporation Bank of America, N.A., as Administrative Agent 2008 1744018 5/20/2008 All assets. Delaware SOS Niles Audio Corporation Audio Precision 2009-0979275 3/27/2009 Equipment Delaware SOS Niles Audio Corporation Audio Precision 2009-1374914 4/30/2009 Equipment NORDYNE INC. Delaware SOS (domestic) Nordyne, Inc. Firstar Equipment Finance, a division of Firstar Bank, N.A. Consignment 00000000 8/22/01 Continuation 61334101 4/20/06 Equipment

Appears in 1 contract

Samples: Indenture (Aigis Mechtronics, Inc.)

o 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 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 IssuerCompany. [Insert Name of Transferor] By: Name: Title: Dated: EXHIBIT C FORM OF CERTIFICATE OF EXCHANGE GFL Environmental Key Energy Services, Inc. 00 Xxxx Xxxxxx Xxxx Xxxxx 00000000 XxXxxxxx, XxxxxxxSuite 1800 Houston, Xxxxxxx, X0X 0X0 Xxxxxx Computershare Texas 77010 The Bank of New York Trust Company, N.A. 0000 Xxxxxx XxxxxxxxxN.A., as Trustee 000 Xxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxx Xxxxx, XX 00000 Attention: Xxxxxx X. Major; Xxxx Xxxxxx Corporate Trust Division Re: GFL Environmental Key Energy Services, Inc. 5.6258 3/8% Senior Notes due 2022 2014 CUSIP [492914 AQ9] (1) [U4913U AD0] (2) Reference is hereby made to the Indenture, dated as of May 12November 29, 2017 2007 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among GFL Environmental Key Energy Services, Inc., as issuer (the “IssuerCompany”), the guarantors Guarantors named therein and Computershare The Bank of New York 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[sSecurity[ies] or beneficial interest in such Note[sSecurity[ies] specified herein, in the principal amount of $ (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (Key Energy Services Inc)

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o 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 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 IssuerCompany. [Insert Name of Transferor] By: Name: Title: Dated: EXHIBIT C FORM OF CERTIFICATE OF EXCHANGE GFL Environmental Inc. 00 Xxxx XXXXXXX X XXXX XX XXXXXXXXXXX XX XXXXXXXX Xxxxxx Xxxx Resources Corporation 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, 0000 Xxxxxxx, XxxxxxxXxxxx 00000 U.S. Bank National Association 00 Xxxxxxxxxx Xxxxxx 1st Floor — Bond Drop Window Xx. Xxxx, X0X 0X0 Xxxxxx Computershare Trust Company, N.A. 0000 Xxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx Xxxxx, XX 00000 Attention: Xxxxxx X. Major; Xxxx Xxxxxx Minnesota 55107 Re: GFL Environmental Inc. 5.625Halcón Resources Corporation 12.0% Second Lien Senior Secured Notes due 2022 CUSIP 40537Q AL4(1) U4057P AH8(2) Reference is hereby made to the Indenture, dated as of May 12December 21, 2017 2015 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among GFL Environmental Inc.Halcón Resources Corporation, as issuer (the “IssuerCompany”), the guarantors Guarantors named therein on the signature pages thereto and Computershare Trust Company, N.A.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[sSecurity[ies] or beneficial interest in such Note[sSecurity[ies] specified herein, in the principal amount of $ (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Samples: Halcón Resources (Halcon Resources Corp)

o 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 Issuer. XXXXXXX X [Insert Name of TransferorXXXX XX XXXXXXXXXXX XX XXXXXXXX] By: Name: Title: Dated: EXHIBIT C FORM OF CERTIFICATE OF EXCHANGE GFL Environmental XX Industries, Inc. 00 Xxxx Xxxxxx Xxxx 0 Xxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx, X0X 0X0 Xxxxxx Computershare Trust Company, N.A. 0000 Xxxxxx 000 Xxxxxxxxx, Xxxxxxxx 00000 Attention: CFO and General Counsel Facsimile No.: (000) 000-0000 with a copy to: Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx Xxxxx0000 Xxxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxx X. Major; Xxxx Xxxxxx Facsimile No.: (000) 000-0000 Xxxxx Fargo Corporate Trust-DAPS Reorg 6th & Marquette Ave 12th Floor MAC X0000-000 Xxxxxxxxxxx, XX 00000 Phone: 0-000-000-0000 Fax: 0-000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx Re: GFL Environmental Inc. 5.6253.400% Senior Secured Notes due 2022 CUSIP 2021 Reference is hereby made to the Indenture, dated as of May 12November 21, 2017 2016 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among GFL Environmental CF Industries, Inc., a Delaware corporation, CF Industries Holdings, Inc., a Delaware corporation, the Subsidiary Guarantors party thereto and Xxxxx Fargo Bank, National Association, a national banking association duly incorporated and existing under the laws of the United States of America, as issuer trustee (the “IssuerTrustee”), and as collateral agent (the guarantors named therein and Computershare Trust Company, N.A., as trustee“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 beneficial an interest in such Note[s] specified herein], in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the ExchangeEx-change, the Owner hereby certifies that:

Appears in 1 contract

Samples: Indenture (CF Industries Holdings, Inc.)

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