Restricted Certificated Notes or Unrestricted Certificated Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note or Unrestricted Certificated Note proposes to exchange a Restricted Certificated Note or Unrestricted Certificated Note, as applicable, for a beneficial interest in a Restricted Certificated Note or Unrestricted Global Note other than a Regulation S Restricted Global Note, as applicable, or to transfer such Restricted Certificated Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (A) if the Holder of such Restricted Certificated Note or Unrestricted Certificated Note proposes to exchange such Restricted Certificated Note or Unrestricted Certificated Note, as applicable, for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; (B) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; (C) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; (D) if such Restricted Certificated Note or Unrestricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; (E) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable; (F) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or (G) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, the Trustee shall cancel the Restricted Certificated Note or Unrestricted Certificated Notes, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note and in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the Regulation S Global Note.
Appears in 3 contracts
Samples: Supplemental Indenture (Host Hotels & Resorts, Inc.), Forty Second Supplemental Indenture (Host Hotels & Resorts, Inc.), Supplemental Indenture (Host Hotels & Resorts, Inc.)
Restricted Certificated Notes or Unrestricted Certificated Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note or Unrestricted Certificated Note proposes to exchange a Restricted Certificated such Series T Note or Unrestricted Certificated Note, as applicable, for a beneficial interest in a Restricted Certificated Note or Unrestricted Global Note other than a Regulation S Restricted Global Note, as applicable, Note or to transfer such Restricted Certificated Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:
(A) if the Holder of such Restricted Certificated Note or Unrestricted Certificated Note proposes to exchange such Restricted Certificated Note or Unrestricted Certificated Note, as applicable, for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;
(B) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;
(C) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;
(D) if such Restricted Certificated Note or Unrestricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;
(E) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d3) thereof, if applicable;
(F) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or
(G) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, the Trustee shall cancel the Restricted Certificated Note or Unrestricted Certificated Notes, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note and in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the Regulation S Global Note.
Appears in 2 contracts
Samples: Supplemental Indenture (Host Hotels & Resorts L.P.), Supplemental Indenture (Host Hotels & Resorts, Inc.)
Restricted Certificated Notes or Unrestricted Certificated Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note or Unrestricted Certificated Note proposes to exchange a Restricted Certificated such Series P Note or Unrestricted Certificated Note, as applicable, for a beneficial interest in a Restricted Certificated Note or Unrestricted Global Note other than a Regulation S Restricted Global Note, as applicable, Note or to transfer such Restricted Certificated Notes or Unrestricted Certificated Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:
(A) if the Holder of such Restricted Certificated Note or Unrestricted Certificated Note proposes to exchange such Restricted Certificated Series P Note or Unrestricted Certificated Note, as applicable, for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C heretoto this Nineteenth Supplemental Indenture, including the certifications in item (2)(b) thereof;
(B) if such Restricted Certificated Note or Unrestricted Certificated Notes Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;
(C) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;
(D) if such Restricted Certificated Note or Unrestricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;
(E) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable;
(F) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or
(G) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred pursuant to an effective registration statement 144A under the Securities Act, a certificate to the effect set forth in Exhibit B heretoto this Nineteenth Supplemental Indenture, including the certifications in item (3)(c1) thereof; or
(C) if such Restricted Certificated Note or Unrestricted Certificated Note is being transferred to a person outside the United States in accordance with Regulation S under the Securities Act, a certificate to the effect set forth in Exhibit B to this Nineteenth Supplemental Indenture, including the certifications in item (A) thereof, the Trustee shall cancel the Restricted Certificated Note or Unrestricted Certificated NotesNote, and increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note and in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the Regulation S Global Note.
Appears in 2 contracts
Samples: Supplemental Indenture (Host Marriott L P), Supplemental Indenture (Host Marriott Corp/)
Restricted Certificated Notes or Unrestricted Certificated Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note or Unrestricted Certificated Note proposes to exchange a Restricted Certificated Note or Unrestricted Certificated Note, as applicable, for a beneficial interest in a Restricted Certificated Note or Unrestricted Global Note other than a Regulation S Restricted Global Note, as applicable, or to transfer such Restricted Certificated Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:
(A) if the Holder of such Restricted Certificated Note or Unrestricted Certificated Note proposes to exchange such Restricted Certificated Note or Unrestricted Certificated Note, as applicable, for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;
(B) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;
(C) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof[Reserved.];
(D) if such Restricted Certificated Note or Unrestricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a2)(a) thereof;
(E) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d2)(d) thereof, if applicable;
(F) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b2)(b) thereof; or
(G) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c2)(c) thereof, the Trustee shall cancel the Restricted Certificated Note or Unrestricted Certificated Notes, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note and in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the Regulation S Global Note.
Appears in 2 contracts
Samples: Supplemental Indenture (Host Hotels & Resorts L.P.), Supplemental Indenture (Host Hotels & Resorts, Inc.)
Restricted Certificated Notes or Unrestricted Certificated Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note or Unrestricted Certificated Note proposes to exchange a Restricted Certificated such Series J Note or Unrestricted Certificated Note, as applicable, for a beneficial interest in a Restricted Certificated Note or Unrestricted Global Note other than a Regulation S Restricted Global Note, as applicable, Note or to transfer such Restricted Certificated Notes or Unrestricted Certificated Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:
(Aa) if the Holder of such Restricted Certificated Note or Unrestricted Certificated Note proposes to exchange such Restricted Certificated Series J Note or Unrestricted Certificated Note, as applicable, for a beneficial interest in a Restricted Global Note that is not a Regulation S Restricted Global Note, a certificate from such Holder in the form of Exhibit C heretoto this Twelfth Supplemental Indenture, including the certifications in item (2)(b) thereof;
(B) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;
(C) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;
(Db) if such Restricted Certificated Note or Unrestricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act a QIB in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;
(E) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable;
(F) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or
(G) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred pursuant to an effective registration statement 144A under the Securities Act, a certificate to the effect set forth in Exhibit B heretoto this Twelfth Supplemental Indenture, including the certifications in item (3)(c1) thereof; or
c) if such Restricted Certificated Note or Unrestricted Certificated Note is being transferred to a person outside the United States in accordance with Regulation S under the Securities Act, a certificate to the effect set forth in Exhibit B to this Twelfth Supplemental Indenture, including the certifications in item (1A) thereof, the Trustee shall cancel the Restricted Certificated Note or Unrestricted Certificated NotesNote, and increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note and in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the Regulation S Global Note.
Appears in 2 contracts
Samples: Twelfth Supplemental Indenture (HMC Properties Ii LLC), Supplemental Indenture (Host Marriott L P)
Restricted Certificated Notes or Unrestricted Certificated Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note or Unrestricted Certificated Note proposes to exchange a Restricted Certificated such Series N Note or Unrestricted Certificated Note, as applicable, for a beneficial interest in a Restricted Certificated Note or Unrestricted Global Note other than a Regulation S Restricted Global Note, as applicable, or to transfer such Restricted Certificated Notes or Unrestricted Certificated Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:
(A) if the Holder of such Restricted Certificated Note or Unrestricted Certificated Note proposes to exchange such Restricted Certificated Series N Note or Unrestricted Certificated Note, as applicable, for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C heretoto this Sixteenth Supplemental Indenture, including the certifications in item (2)(b) thereof;; or
(B) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;{intentionally omitted}
(C) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;
(D) if such Restricted Certificated Note or Unrestricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act a QIB in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;
(E) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable;
(F) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or
(G) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred pursuant to an effective registration statement 144A under the Securities Act, a certificate to the effect set forth in Exhibit B heretoto this Sixteenth Supplemental Indenture, including the certifications in item (3)(c1) thereof, the Trustee shall cancel the Restricted Certificated Note or Unrestricted Certificated NotesNote, and increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note and in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the Regulation S Global Note.
Appears in 2 contracts
Samples: Supplemental Indenture (Host Marriott Corp/), Supplemental Indenture (Host Marriott L P)
Restricted Certificated Notes or Unrestricted Certificated Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note or Unrestricted Certificated Note proposes to exchange a Restricted Certificated such Series R Note or Unrestricted Certificated Note, as applicable, for a beneficial interest in a Restricted Certificated Note or Unrestricted Global Note other than a Regulation S Restricted Global Note, as applicable, Note or to transfer such Restricted Certificated Notes or Unrestricted Certificated Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:
(A) if the Holder of such Restricted Certificated Note or Unrestricted Certificated Note proposes to exchange such Restricted Certificated Note or Unrestricted Certificated Note, as applicable, for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;
(B) if such Restricted Certificated Note or Unrestricted Certificated Notes Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;
(C) if such Restricted Certificated Note or Unrestricted Certificated Notes Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;
(D) if such Restricted Certificated Note or Unrestricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;
(E) if such Restricted Certificated Note or Unrestricted Certificated Notes Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d3) thereof, if applicable;
(F) if such Restricted Certificated Note or Unrestricted Certificated Notes Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or
(G) if such Restricted Certificated Note or Unrestricted Certificated Notes Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, the Trustee shall cancel the Restricted Certificated Note or Unrestricted Certificated NotesNote, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note and in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the Regulation S Global Note.
Appears in 2 contracts
Samples: Supplemental Indenture (Host Hotels & Resorts L.P.), Supplemental Indenture (Host Hotels & Resorts, Inc.)
Restricted Certificated Notes or Unrestricted Certificated Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note or Unrestricted Certificated Note proposes to exchange a Restricted Certificated such Series L Note or Unrestricted Certificated Note, as applicable, for a beneficial interest in a Restricted Certificated Note or Unrestricted Global Note other than a Regulation S Restricted Global Note, as applicable, Note or to transfer such Restricted Certificated Notes or Unrestricted Certificated Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:
(A) if the Holder of such Restricted Certificated Note or Unrestricted Certificated Note proposes to exchange such Restricted Certificated Series L Note or Unrestricted Certificated Note, as applicable, for a beneficial interest in a Restricted Global Note that is not a Regulation S Restricted Global Note, a certificate from such Holder in the form of Exhibit C heretoto this Fourteenth Supplemental Indenture, including the certifications in item (2)(b) thereof;
(B) if such Restricted Certificated Note or Unrestricted Certificated Notes Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;
(C) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;
(D) if such Restricted Certificated Note or Unrestricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;
(E) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable;
(F) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or
(G) if such Restricted Certificated Note or Unrestricted Certificated Notes is being transferred pursuant to an effective registration statement 144A under the Securities Act, a certificate to the effect set forth in Exhibit B heretoto this Fourteenth Supplemental Indenture, including the certifications in item (3)(c1) thereof; or
(C) if such Restricted Certificated Note or Unrestricted Certificated Note is being transferred to a person outside the United States in accordance with Regulation S under the Securities Act, a certificate to the effect set forth in Exhibit B to this Fourteenth Supplemental Indenture, including the certifications in item (1A) thereof, the Trustee shall cancel the Restricted Certificated Note or Unrestricted Certificated NotesNote, and increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note and in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the Regulation S Global Note.
Appears in 1 contract