Common use of Rule 144 Transfers Clause in Contracts

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Notes were last acquired from the Issuer or from an affiliate (as such term is defined in Rule 144) of the Issuer, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and the initial purchasers of the Notes. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) The Bank of New York Mellon, as Notes Registrar ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7 West New York, New York 10286 Attention: Corporate Trust Administration Re: 5.875% Senior Notes due 2022 (the “Notes”) Reference is made to the Indenture, dated as of November 5, 2014 (the “Indenture”), among Media General Financing Sub, Inc., a Delaware corporation (the “Issuer”), the guarantors party thereto and The Bank of New York Mellon, as trustee. Terms used herein and defined in the Indenture, or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of Notes, which are evidenced by the following certificate(s) (the “Specified Notes”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes No (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Notes are represented by a Global Note, they are held through a Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes are not represented by a Global Note, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted Note. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Notes, or in accordance with Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby certifies as follows:

Appears in 1 contract

Sources: Indenture (Media General Inc)

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Notes Securities were last acquired from the Issuer Company or from an affiliate (as such term is defined in Rule 144) of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the IssuerCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the initial purchasers of the NotesSecurities. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) The U.S. Bank of New York MellonNational Association, as Notes Securities Registrar ▇▇▇ ▇▇Two ▇▇▇▇▇ Center ▇▇▇▇ ▇. ▇▇▇▇ Street 18th Floor Richmond, Floor 7 West New York, New York 10286 Attention: Corporate Trust Administration VA 23219 Re: 5.8756.125% Senior Notes due Due 2022 (the “NotesSecurities”) Reference is made to the Indenture, dated as of November 5October 12, 2014 2012 (the “Indenture”), among Media General Financing Sub▇▇▇▇▇▇▇▇ Television Group, Inc., a Delaware Maryland corporation (the “IssuerCompany”), the guarantors party thereto and The U.S. Bank of New York MellonNational Association, as trustee. Terms used herein and defined in the Indenture, or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of NotesSecurities, which are evidenced by the following certificate(s) (the “Specified NotesSecurities”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Notes Securities are represented by a Global NoteSecurity, they are held through a Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes Securities are not represented by a Global NoteSecurity, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted NoteSecurity. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the NotesSecurities, or in accordance with Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby certifies as follows:

Appears in 1 contract

Sources: Indenture (Sinclair Broadcast Group Inc)

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, : (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Notes Securities were last acquired from the Issuer Company or from an affiliate (as such term of the Company, whichever is defined later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Securities were last acquired from the Company or from an affiliate of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and the initial purchasers of the NotesCompany. Dated: ------------------------------------------ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: ------------------------------------------ Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) The RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to Section 305(b)(ii), (iii) and (vi) of the Indenture) State Street Bank of New York Mellonand Trust Company, as Notes Registrar Trustee 225 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7 West New York, New York 10286 Attention▇▇ ▇▇▇▇▇ ▇▇▇ention: Corporate Trust Administration Re: 5.875% Senior Notes due 2022 2009 of UST Inc. (the “Notes”"Securities") Reference is made to the Indenture, dated as of November 5May 27, 2014 1999 (the "Indenture"), among Media General Financing Sub, Inc., a Delaware corporation between UST Inc. (the “Issuer”), the guarantors party thereto "Company") and The State Street Bank of New York Mellonand Trust Company, as trusteeTrustee. Terms used herein and defined in the Indenture, Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933, as amended (the "Securities Act”), ") are used herein as so defined. This certificate relates to US$ aggregate U.S. $_____________ principal amount of NotesSecurities, which are evidenced by the following certificate(s) (the "Specified Notes”Securities"): CUSIP No(s). ___________________________ CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes No (check one) _____________________ The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner.” ". If the Specified Notes Securities are represented by a Global NoteSecurity, they are held through a the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes Securities are not represented by a Global NoteSecurity, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes Securities be transferred to a person (the "Transferee") who shall will take delivery in the form of a Restricted NoteSecurity. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Notes, or in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:

Appears in 1 contract

Sources: Indenture (Ust Inc)

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, : (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date Specified Notes were last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Notes were last acquired from the Issuer Company or from an affiliate (as such term is defined in Rule 144) of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the IssuerCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and the initial purchasers of the NotesCompany. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporationWachovia Bank, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) The Bank of New York Mellon, as Notes Registrar ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7 West New York, New York 10286 AttentionNational Association Attn: Corporate Trust Administration Department Re: 5.875% Senior Notes due 2022 Floating Rate Notes, Series A (EXtendible Liquidity Securities® (EXLS®)) (the "Notes") of Jefferson-Pilot Reference is made to the Indenture, dated as of November 521, 2014 1995, as amended and supplemented by the Third Supplemental Indenture (the "Third Supplemental Indenture"), among Media General Financing Subdated as of January 27,2004 (as so amended and supplemented, Inc.the "Indenture"), a Delaware corporation each from Jefferson-Pilot Corporation (the “Issuer”"Company"), the guarantors party thereto and The to Wachovia Bank, National Association (formerly known as First Union National Bank of New York MellonNorth Carolina), as trusteeTrustee. Terms used herein and defined in the Indenture, Indenture or in Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as amended 1933 (the "Securities Act”), ") are used herein as so defined. This certificate relates to US$ aggregate U.S. $__________ principal amount of Notes, which are evidenced by the following certificate(s) (the "Specified Notes"): CUSIP No(s). _________________ CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes No (check one) _________________ The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner.” ". If the Specified Notes are represented by a Global Note, they are held through a Depositary the Depository or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes are not represented by a Global Note, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes be transferred to a person (the "Transferee") who shall will take delivery in the form of a Restricted Note. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it (i) the Owner is being effected to an institutional “accredited investor” not a U.S. Person (as defined in Rule 501(a)(1), (2), (3the Third Supplemental Indenture) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Notes, or in accordance with Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby certifies as follows:and

Appears in 1 contract

Sources: Third Supplemental Indenture (Lincoln National Corp)

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the transfer is occurring after a holding period of at least one year six months (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Notes Securities were last acquired from the Issuer Company or from an affiliate (as such term is defined in Rule 144) of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the IssuerCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the initial purchasers of the NotesSecurities. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: U.S. Bank National Association, as Securities Registrar Two ▇▇▇▇▇ Center ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 18th Floor Richmond, Virginia 23219 Re: 5.125% Senior Notes due 2027 of ▇▇▇▇▇▇▇▇ Television Group, Inc. (the “Securities”) Reference is made to the Indenture, dated as of August 30, 2016 (the “Indenture”), among ▇▇▇▇▇▇▇▇ Television Group, Inc., a Maryland corporation (the “Company”), the guarantors party thereto, and U.S. Bank National Association, as trustee. Terms used herein and defined in the Indenture or in Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$_____________ aggregate principal amount of Securities, which are evidenced by the following certificate(s) (the “Specified Securities”): CUSIP No(s). ___________________________ CERTIFICATE No(s). _____________________ CURRENTLY IN BOOK-ENTRY FORM: Yes ___ No ___ (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be exchanged for Securities bearing no Restricted Securities Legend pursuant to Section 307(b) of the Indenture. In connection with such exchange, the Owner hereby certifies that the exchange is occurring after a holding period of at least six months (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. The Owner also acknowledges that any future transfers of the Specified Securities must comply with all applicable securities laws of the states of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the Securities. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) The Bank Evidences of New York Mellonall loans or advances (“Loans”) hereunder shall be reflected on the grid attached hereto. FOR VALUE RECEIVED, as Notes Registrar _____________, a __________ corporation (the “Maker”), HEREBY PROMISES TO PAY ON DEMAND to the order of ______________ (the “Holder”) the principal sum of the aggregate unpaid principal amount of all Loans (plus accrued interest thereon) at any time and from time to time made hereunder to which has not been previously paid. All capitalized terms used herein that are defined in, or by reference in, the Indenture among ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7 West New York, New York 10286 Attention: Corporate Trust Administration Re: 5.875% Senior Notes due 2022 (the “Notes”) Reference is made to the Indenture, dated as of November 5, 2014 (the “Indenture”), among Media General Financing SubTelevision Group, Inc., a Delaware Maryland corporation (the “IssuerCompany”), the guarantors party thereto and The U.S. Bank of New York MellonNational Association, as trustee. Terms used herein and defined in the Indenture, or Rule 144 under the U.S. Securities Act dated as of 1933August 30, as amended 2016 (the “Securities ActIndenture”), are used herein as so defined. This certificate relates have the meanings assigned to US$ aggregate principal amount of Notessuch terms therein, which are evidenced or by the following certificate(s) (the “Specified Notes”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes No (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Notes are represented by a Global Note, they are held through a Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes are not represented by a Global Note, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted Note. In connection with such transfer, the Owner hereby certifies thatreference therein, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Notes, or in accordance with Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby certifies as follows:otherwise defined.

Appears in 1 contract

Sources: Indenture (Sinclair Broadcast Group Inc)

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Notes Securities were last acquired from the Issuer Company or from an affiliate (as such term is defined in Rule 144) of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the IssuerCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the initial purchasers of the NotesSecurities. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) The U.S. Bank of New York MellonNational Association, as Notes Securities Registrar Two ▇▇▇▇▇ Center ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 18th Floor Richmond, Floor 7 West New York, New York 10286 Attention: Corporate Trust Administration Virginia 23219 Re: 5.8755.375% Senior Notes due 2022 2021 (the “NotesSecurities”) Reference is made to the Indenture, dated as of November 5April 2, 2014 2013 (the “Indenture”), among Media General Financing Sub▇▇▇▇▇▇▇▇ Television Group, Inc., a Delaware Maryland corporation (the “IssuerCompany”), the guarantors party thereto and The U.S. Bank of New York MellonNational Association, as trustee. Terms used herein and defined in the Indenture, or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of NotesSecurities, which are evidenced by the following certificate(s) (the “Specified NotesSecurities”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Notes Securities are represented by a Global NoteSecurity, they are held through a Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes Securities are not represented by a Global NoteSecurity, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted NoteSecurity. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the NotesSecurities, or in accordance with Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby certifies as follows:

Appears in 1 contract

Sources: Indenture (Sinclair Broadcast Group Inc)

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Notes Securities were last acquired from the Issuer Company or from an affiliate (as such term is defined in Rule 144) of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the IssuerCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the initial purchasers of the NotesSecurities. (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: U.S. Bank National Association, as Securities Registrar Two ▇▇▇▇▇ Center ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 18th Floor Richmond, Virginia 23219 Re: 5.375% Senior Notes due 2021 of ▇▇▇▇▇▇▇▇ Television Group, Inc. (the “Securities”) Reference is made to the Indenture, dated as of April 2, 2013 (the “Indenture”), among ▇▇▇▇▇▇▇▇ Television Group, Inc., a Maryland corporation (the “Company”), the guarantors party thereto, and U.S. Bank National Association, as trustee. Terms used herein and defined in the Indenture or in Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of Securities, which are evidenced by the following certificate(s) (the “Specified Securities”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be exchanged for Securities bearing no Restricted Securities Legend pursuant to Section 307(b) of the Indenture. In connection with such exchange, the Owner hereby certifies that the exchange is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. The Owner also acknowledges that any future transfers of the Specified Securities must comply with all applicable securities laws of the states of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the Securities. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) The Bank Evidences of New York Mellonall loans or advances (“Loans”) hereunder shall be reflected on the grid attached hereto. FOR VALUE RECEIVED, as Notes Registrar , a corporation (the “Maker”), HEREBY PROMISES TO PAY ON DEMAND to the order of (the “Holder”) the principal sum of the aggregate unpaid principal amount of all Loans (plus accrued interest thereon) at any time and from time to time made hereunder to which has not been previously paid. All capitalized terms used herein that are defined in, or by reference in, the Indenture among ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7 West New York, New York 10286 Attention: Corporate Trust Administration Re: 5.875% Senior Notes due 2022 (the “Notes”) Reference is made to the Indenture, dated as of November 5, 2014 (the “Indenture”), among Media General Financing SubTelevision Group, Inc., a Delaware Maryland corporation (the “IssuerCompany”), the guarantors party thereto and The U.S. Bank of New York MellonNational Association, as trustee. Terms used herein and defined in the Indenture, or Rule 144 under the U.S. Securities Act dated as of 1933April 2, as amended 2013 (the “Securities ActIndenture”), are used herein as so defined. This certificate relates have the meanings assigned to US$ aggregate principal amount of Notessuch terms therein, which are evidenced or by the following certificate(s) (the “Specified Notes”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes No (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Notes are represented by a Global Note, they are held through a Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes are not represented by a Global Note, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted Note. In connection with such transfer, the Owner hereby certifies thatreference therein, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Notes, or in accordance with Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby certifies as follows:otherwise defined.

Appears in 1 contract

Sources: Indenture (Sinclair Broadcast Group Inc)

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the transfer is occurring after a holding period of at least one year six months (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Notes Securities were last acquired from the Issuer Company or from an affiliate (as such term is defined in Rule 144) of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the IssuerCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the initial purchasers of the NotesSecurities. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) The (For transfers pursuant to Section 307(a)(iii) of the Indenture referred to below) U.S. Bank of New York MellonNational Association, as Notes Securities Registrar Two ▇▇▇▇▇ Center ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 18th Floor Richmond, Floor 7 West New York, New York 10286 Attention: Corporate Trust Administration Virginia 23219 Re: 5.875% Senior Notes due 2022 2026 (the “NotesSecurities”) Reference is made to the Indenture, dated as of November 5March 23, 2014 2016 (the “Indenture”), among Media General Financing Sub▇▇▇▇▇▇▇▇ Television Group, Inc., a Delaware Maryland corporation (the “IssuerCompany”), the guarantors party thereto and The U.S. Bank of New York MellonNational Association, as trustee. Terms used herein and defined in the Indenture, or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ US$_____________ aggregate principal amount of NotesSecurities, which are evidenced by the following certificate(s) (the “Specified NotesSecurities”): CUSIP No(s). ___________________________ CERTIFICATE No(s). _____________________ CURRENTLY IN BOOK-ENTRY FORM: Yes ___ No ___ (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Notes Securities are represented by a Global NoteSecurity, they are held through a Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes Securities are not represented by a Global NoteSecurity, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted NoteSecurity. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the NotesSecurities, or in accordance with Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby certifies as follows:

Appears in 1 contract

Sources: Indenture (Sinclair Broadcast Group Inc)

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Notes Securities were last acquired from the Issuer Company or from an affiliate (as such term is defined in Rule 144) of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the IssuerCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the initial purchasers of the NotesSecurities. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) The U.S. Bank of New York MellonNational Association, as Notes Securities Registrar Two ▇▇▇▇▇ Center ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 18th Floor Richmond, Floor 7 West New York, New York 10286 Attention: Corporate Trust Administration Virginia 23219 Re: 5.8755.625% Senior Notes due 2022 2024 (the “NotesSecurities”) Reference is made to the Indenture, dated as of November 5July 23, 2014 (the “Indenture”), among Media General Financing Sub▇▇▇▇▇▇▇▇ Television Group, Inc., a Delaware Maryland corporation (the “IssuerCompany”), the guarantors party thereto and The U.S. Bank of New York MellonNational Association, as trustee. Terms used herein and defined in the Indenture, Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of NotesSecurities, which are evidenced by the following certificate(s) (the “Specified NotesSecurities”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Notes Securities are represented by a Global NoteSecurity, they are held through a Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes Securities are not represented by a Global NoteSecurity, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted NoteSecurity. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Notes, or in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictionsStates. Accordingly, the Owner hereby further certifies as followsas:

Appears in 1 contract

Sources: Indenture (Sinclair Broadcast Group Inc)

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, : (1) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date Specified Notes were last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable volume, manner of sale and notice requirements of Rule 144; or (2) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Notes were last acquired from the Issuer Company or from an affiliate (as such term is defined in Rule 144) of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the IssuerCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company, the Guarantors and the initial purchasers of the NotesPurchasers. Dated: (Print the name of the Undersigned, as such term is defined in the second third paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) The EXHIBIT C—Form of Unrestricted Notes Certificate U.S. Bank of New York MellonNational Association, as Notes Registrar Trustee ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Floor 7 West New York, New York 10286 Attention▇▇ ▇▇▇▇▇ Attn: Corporate Trust Administration Services Re: 5.8759.75% Senior Notes due 2022 2011 of Dollar Financial Group, Inc. (the “Notes”) Reference is made to the Indenture, dated as of November 513, 2014 2003 (the “Indenture”), among Media General Financing SubDollar Financial Group, Inc., a Delaware corporation Inc. (the “IssuerCompany”), the guarantors party thereto Guarantors (as defined therein) and The U.S. Bank of New York MellonNational Association, as trusteeTrustee. Terms used herein and defined in the Indenture, Indenture or in Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate U.S. $ principal amount of Notes, which are evidenced by the following certificate(s) (the “Specified Notes”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes No (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Notes are represented by a Global Note, they are held through a the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes are not represented by a Global Note, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes be transferred exchanged for Notes bearing no Securities Act Legend pursuant to a person (Section 2.08(f) of the “Transferee”) who shall take delivery in the form of a Restricted NoteIndenture. In connection with such transferexchange, the Owner hereby certifies that, unless such transfer that the exchange is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) occurring after a holding period of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Notes, or two years (computed in accordance with paragraph (d) of Rule 144 under 144) has elapsed since the Securities Act Specified Notes were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. The Owner also acknowledges that any future transfers of the Specified Notes must comply with all applicable securities laws of the states of the United States and other jurisdictions. AccordinglyThis certificate and the statements contained herein are made for your benefit and the benefit of the Company, the Owner Guarantors and the Purchasers. (Print the name of the Undersigned, as such term is defined in the third paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) EXHIBIT D—Form of Guarantee The undersigned Guarantor hereby, jointly and severally with each of the other Guarantors, unconditionally Guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and the Collateral Agent and their respective successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes, the Security Documents or the obligations of the Company thereunder, that: (a) the principal of and premium, if any, and interest, including Liquidated Damages, if any, on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on premium, if any, and interest, including Liquidated Damages, if any, if lawful, and all other obligations of the Company to the Holders, the Trustee or the Collateral Agent thereunder shall be promptly paid in full or performed, all in accordance with the terms thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration, redemption or otherwise. Failing payment when due of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the undersigned Guarantor shall be, jointly and severally with each of the other Guarantors, obligated to pay the same immediately. The undersigned Guarantor hereby certifies agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture or the Security Documents, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions thereof, the recovery of any judgment against the Company or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. The undersigned Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that this Guarantee of the Notes shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and the Security Documents. If any Holder, the Trustee or the Collateral Agent is required by any court or otherwise to return to the Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee, to the Collateral Agent or to such Holder, this Guarantee of the Notes, to the extent theretofore discharged, shall be reinstated in full force and effect. The undersigned Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders of Notes in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. The undersigned Guarantor further agrees that, as follows:between the Guarantors, on the one hand, and the Holders, the Trustee and the Collateral Agent, on the other hand, (x) the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article Seven of the Indenture for purposes of this Guarantee of the Notes, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article Seven of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the undersigned Guarantor for the purpose of this Guarantee of the Notes. The undersigned Guarantor shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Trustee, the Collateral Agent or the Holders under this Guarantee of the Notes or the Indenture.

Appears in 1 contract

Sources: Exhibit (Check Mart of New Mexico Inc)

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, : (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Notes Securities were last acquired from the Issuer Partnership or from an affiliate Affiliate of the Partnership, whichever is later, and is being effected in accordance with the applicable volume, manner of sale and notice requirements of Rule 144; or (as such term B) the transfer is defined occurring after a holding period of at least two years (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from the Partnership or from an Affiliate of the IssuerPartnership, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate Affiliate of the IssuerPartnership. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Partnership, the Guarantors (if any) and the initial purchasers of the NotesPurchaser. Dated: --------------------------------------- (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: ------------------------------------ Name: Title: (If the Undersigned is a corporation, partnership partnership, limited liability company or fiduciary, the title of the person Person signing on behalf of the Undersigned must be stated.) The Bank 91 ANNEX C FORM OF RESTRICTED SECURITIES CERTIFICATE RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to Sections 305(b)(ii), (iii) and (v) of New York Mellonthe below-referenced Indenture) First Union National Bank, as Notes Registrar ▇Trustee ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7 West New York▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, New York 10286 ▇▇ ▇▇▇▇▇ Attention: Corporate Trust Administration Re: 5.8757.50% Senior Notes due 2022 2010 of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Energy Partners, L.P. (the “Notes”"Securities") Reference is made to the Indenture, dated as of November 58, 2014 2000 (the "Indenture"), among Media General Financing Subbetween ▇▇▇▇▇▇ ▇▇▇▇▇▇ Energy Partners, Inc., a Delaware corporation L.P. (the “Issuer”"Partnership"), the guarantors party thereto and The Bank of New York MellonFirst Union National Bank, as trusteeTrustee. Terms used herein and defined in the Indenture, Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933, as amended (the "Securities Act"), are used herein as therein so defined. This certificate relates to US$ aggregate U.S. $____________ principal amount of NotesSecurities, which are evidenced by the following certificate(s) (the "Specified Notes”Securities"): CUSIP No(s). -------------------------------- CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes No (check one) -------------------------- The person Person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner." If the Specified Notes Securities are represented by a Global NoteSecurity, they are held through a the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes Securities are not represented by a Global NoteSecurity, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes Securities be transferred to a person Person (the "Transferee") who shall will take delivery in the form of a Restricted NoteSecurity. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Notes, or in accordance with Rule 92 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:

Appears in 1 contract

Sources: Indenture (Kinder Morgan Energy Partners L P)

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the transfer is occurring after a holding period of at least one year six months (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Notes Securities were last acquired from the Issuer Company or from an affiliate (as such term is defined in Rule 144) of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the IssuerCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the initial purchasers of the NotesSecurities. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) The (For transfers pursuant to Section 307(a)(ii) of the Indenture referred to below) U.S. Bank of New York MellonNational Association, as Notes Securities Registrar Two ▇▇▇▇▇ Center ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 18th Floor Richmond, Floor 7 West New York, New York 10286 Attention: Corporate Trust Administration Virginia 23219 Re: 5.8755.125% Senior Notes due 2022 2027 (the “NotesSecurities”) Reference is made to the Indenture, dated as of November 5August 30, 2014 2016 (the “Indenture”), among Media General Financing Sub▇▇▇▇▇▇▇▇ Television Group, Inc., a Delaware Maryland corporation (the “IssuerCompany”), the guarantors party thereto and The U.S. Bank of New York MellonNational Association, as trustee. Terms used herein and defined in the Indenture, Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ US$_____________ aggregate principal amount of NotesSecurities, which are evidenced by the following certificate(s) (the “Specified NotesSecurities”): CUSIP No(s). ___________________________ CERTIFICATE No(s). _____________________ CURRENTLY IN BOOK-ENTRY FORM: Yes ___ No ___ (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Notes Securities are represented by a Global NoteSecurity, they are held through a Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes Securities are not represented by a Global NoteSecurity, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted NoteSecurity. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Notes, or in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictionsStates. Accordingly, the Owner hereby further certifies as followsas:

Appears in 1 contract

Sources: Indenture (Sinclair Broadcast Group Inc)

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the transfer is occurring after a holding period of at least one year six months (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Notes Securities were last acquired from the Issuer Company or from an affiliate (as such term is defined in Rule 144) of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the IssuerCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the initial purchasers of the NotesSecurities. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: U.S. Bank National Association, as Securities Registrar Two ▇▇▇▇▇ Center ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 18th Floor Richmond, Virginia 23219 Re: 5.875% Senior Notes due 2026 of ▇▇▇▇▇▇▇▇ Television Group, Inc. (the “Securities”) Reference is made to the Indenture, dated as of March 23, 2016 (the “Indenture”), among ▇▇▇▇▇▇▇▇ Television Group, Inc., a Maryland corporation (the “Company”), the guarantors party thereto, and U.S. Bank National Association, as trustee. Terms used herein and defined in the Indenture or in Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$_____________ aggregate principal amount of Securities, which are evidenced by the following certificate(s) (the “Specified Securities”): CUSIP No(s). ___________________________ CERTIFICATE No(s). _____________________ CURRENTLY IN BOOK-ENTRY FORM: Yes ___ No ___ (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be exchanged for Securities bearing no Restricted Securities Legend pursuant to Section 307(b) of the Indenture. In connection with such exchange, the Owner hereby certifies that the exchange is occurring after a holding period of at least six months (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. The Owner also acknowledges that any future transfers of the Specified Securities must comply with all applicable securities laws of the states of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the Securities. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) The Bank Evidences of New York Mellonall loans or advances (“Loans”) hereunder shall be reflected on the grid attached hereto. FOR VALUE RECEIVED, as Notes Registrar _____________, a __________ corporation (the “Maker”), HEREBY PROMISES TO PAY ON DEMAND to the order of ______________ (the “Holder”) the principal sum of the aggregate unpaid principal amount of all Loans (plus accrued interest thereon) at any time and from time to time made hereunder to which has not been previously paid. All capitalized terms used herein that are defined in, or by reference in, the Indenture among ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7 West New York, New York 10286 Attention: Corporate Trust Administration Re: 5.875% Senior Notes due 2022 (the “Notes”) Reference is made to the Indenture, dated as of November 5, 2014 (the “Indenture”), among Media General Financing SubTelevision Group, Inc., a Delaware Maryland corporation (the “IssuerCompany”), the guarantors party thereto and The U.S. Bank of New York MellonNational Association, as trustee. Terms used herein and defined in the Indenture, or Rule 144 under the U.S. Securities Act dated as of 1933March 23, as amended 2016 (the “Securities ActIndenture”), are used herein as so defined. This certificate relates have the meanings assigned to US$ aggregate principal amount of Notessuch terms therein, which are evidenced or by the following certificate(s) (the “Specified Notes”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes No (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Notes are represented by a Global Note, they are held through a Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes are not represented by a Global Note, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted Note. In connection with such transfer, the Owner hereby certifies thatreference therein, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Notes, or in accordance with Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby certifies as follows:otherwise defined.

Appears in 1 contract

Sources: Indenture (Sinclair Broadcast Group Inc)

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Notes Securities were last acquired from the Issuer Company or from an affiliate (as such term is defined in Rule 144) of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the IssuerCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the initial purchasers of the NotesSecurities. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) The U.S. Bank of New York MellonNational Association, as Notes Securities Registrar ▇▇▇ ▇▇Two ▇▇▇▇▇ Center ▇▇▇▇ ▇. ▇▇▇▇ Street 18th Floor Richmond, Floor 7 West New York, New York 10286 Attention: Corporate Trust Administration VA 23219 Re: 5.8756.125% Senior Notes due Due 2022 (the “NotesSecurities”) Reference is made to the Indenture, dated as of November 5October 12, 2014 2012 (the “Indenture”), among Media General Financing Sub▇▇▇▇▇▇▇▇ Television Group, Inc., a Delaware Maryland corporation (the “IssuerCompany”), the guarantors party thereto and The U.S. Bank of New York MellonNational Association, as trustee. Terms used herein and defined in the Indenture, Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of NotesSecurities, which are evidenced by the following certificate(s) (the “Specified NotesSecurities”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Notes Securities are represented by a Global NoteSecurity, they are held through a Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes Securities are not represented by a Global NoteSecurity, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted NoteSecurity. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Notes, or in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictionsStates. Accordingly, the Owner hereby further certifies as followsas:

Appears in 1 contract

Sources: Indenture (Sinclair Broadcast Group Inc)

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the transfer is occurring after a holding period of at least one year six months (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Notes Securities were last acquired from the Issuer Company or from an affiliate (as such term is defined in Rule 144) of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the IssuerCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the initial purchasers of the NotesSecurities. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) The (For transfers pursuant to Section 307(a)(iii) of the Indenture referred to below) U.S. Bank of New York MellonNational Association, as Notes Securities Registrar Two ▇▇▇▇▇ Center ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 18th Floor Richmond, Floor 7 West New York, New York 10286 Attention: Corporate Trust Administration Virginia 23219 Re: 5.8755.125% Senior Notes due 2022 2027 (the “NotesSecurities”) Reference is made to the Indenture, dated as of November 5August 30, 2014 2016 (the “Indenture”), among Media General Financing Sub▇▇▇▇▇▇▇▇ Television Group, Inc., a Delaware Maryland corporation (the “IssuerCompany”), the guarantors party thereto and The U.S. Bank of New York MellonNational Association, as trustee. Terms used herein and defined in the Indenture, or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ US$_____________ aggregate principal amount of NotesSecurities, which are evidenced by the following certificate(s) (the “Specified NotesSecurities”): CUSIP No(s). ___________________________ CERTIFICATE No(s). _____________________ CURRENTLY IN BOOK-ENTRY FORM: Yes ___ No ___ (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Notes Securities are represented by a Global NoteSecurity, they are held through a Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes Securities are not represented by a Global NoteSecurity, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted NoteSecurity. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the NotesSecurities, or in accordance with Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby certifies as follows:

Appears in 1 contract

Sources: Indenture (Sinclair Broadcast Group Inc)

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Notes Securities were last acquired from the Issuer Company or from an affiliate (as such term is defined in Rule 144) of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the IssuerCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the initial purchasers of the NotesSecurities. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) The U.S. Bank of New York MellonNational Association, as Notes Securities Registrar Two ▇▇▇▇▇ Center ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 18th Floor Richmond, Floor 7 West New York, New York 10286 Attention: Corporate Trust Administration Virginia 23219 Re: 5.8756.375% Senior Notes due 2022 2021 (the “NotesSecurities”) Reference is made to the Indenture, dated as of November 5October 11, 2014 2013 (the “Indenture”), among Media General Financing Sub▇▇▇▇▇▇▇▇ Television Group, Inc., a Delaware Maryland corporation (the “IssuerCompany”), the guarantors party thereto and The U.S. Bank of New York MellonNational Association, as trustee. Terms used herein and defined in the Indenture, Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of NotesSecurities, which are evidenced by the following certificate(s) (the “Specified NotesSecurities”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Notes Securities are represented by a Global NoteSecurity, they are held through a Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes Securities are not represented by a Global NoteSecurity, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted NoteSecurity. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Notes, or in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictionsStates. Accordingly, the Owner hereby further certifies as followsas:

Appears in 1 contract

Sources: Indenture (Sinclair Broadcast Group Inc)

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Notes Securities were last acquired from the Issuer Company or from an affiliate (as such term is defined in Rule 144) of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the IssuerCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the initial purchasers of the NotesSecurities. (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: U.S. Bank National Association Two ▇▇▇▇▇ Center ▇▇▇▇ ▇. ▇▇▇▇ Street 18th Floor Richmond, VA 23219 Re: 6.125% Senior Notes due 2022 of ▇▇▇▇▇▇▇▇ Television Group, Inc. (the “Securities”) Reference is made to the Indenture, dated as of October 12, 2012 (the “Indenture”), among ▇▇▇▇▇▇▇▇ Television Group, Inc., a Maryland corporation (the “Company”), the guarantors party thereto, and U.S. Bank National Association, as trustee. Terms used herein and defined in the Indenture or in Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of Securities, which are evidenced by the following certificate(s) (the “Specified Securities”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be exchanged for Securities bearing no Restricted Securities Legend pursuant to Section 307(b) of the Indenture. In connection with such exchange, the Owner hereby certifies that the exchange is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. The Owner also acknowledges that any future transfers of the Specified Securities must comply with all applicable securities laws of the states of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the Securities. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) The Bank Evidences of New York Mellonall loans or advances (“Loans”) hereunder shall be reflected on the grid attached hereto. FOR VALUE RECEIVED, as Notes Registrar , a corporation (the “Maker”), HEREBY PROMISES TO PAY ON DEMAND to the order of (the “Holder”) the principal sum of the aggregate unpaid principal amount of all Loans (plus accrued interest thereon) at any time and from time to time made hereunder to which has not been previously paid. All capitalized terms used herein that are defined in, or by reference in, the Indenture among ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7 West New York, New York 10286 Attention: Corporate Trust Administration Re: 5.875% Senior Notes due 2022 (the “Notes”) Reference is made to the Indenture, dated as of November 5, 2014 (the “Indenture”), among Media General Financing SubTelevision Group, Inc., a Delaware Maryland corporation (the “IssuerCompany”), the guarantors party thereto and The U.S. Bank of New York MellonNational Association, as trustee. Terms used herein and defined in the Indenture, or Rule 144 under the U.S. Securities Act dated as of 1933October 12, as amended 2012 (the “Securities ActIndenture”), are used herein as so defined. This certificate relates have the meanings assigned to US$ aggregate principal amount of Notessuch terms therein, which are evidenced or by the following certificate(s) (the “Specified Notes”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes No (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Notes are represented by a Global Note, they are held through a Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes are not represented by a Global Note, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted Note. In connection with such transfer, the Owner hereby certifies thatreference therein, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Notes, or in accordance with Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby certifies as follows:otherwise defined.

Appears in 1 contract

Sources: Indenture (Sinclair Broadcast Group Inc)

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Notes Securities were last acquired from the Issuer Company or from an affiliate (as such term is defined in Rule 144) of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the IssuerCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the initial purchasers of the NotesSecurities. Dated(Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: U.S. Bank National Association, as Securities Registrar Two ▇▇▇▇▇ Center ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 18th Floor Richmond, Virginia 23219 Re: 5.625% Senior Notes due 2024 of ▇▇▇▇▇▇▇▇ Television Group, Inc. (the “Securities”) Reference is made to the Indenture, dated as of July 23, 2014 (the “Indenture”), among ▇▇▇▇▇▇▇▇ Television Group, Inc., a Maryland corporation (the “Company”), the guarantors party thereto, and U.S. Bank National Association, as trustee. Terms used herein and defined in the Indenture or in Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of Securities, which are evidenced by the following certificate(s) (the “Specified Securities”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be exchanged for Securities bearing no Restricted Securities Legend pursuant to Section 307(b) of the Indenture. In connection with such exchange, the Owner hereby certifies that the exchange is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. The Owner also acknowledges that any future transfers of the Specified Securities must comply with all applicable securities laws of the states of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the Securities. (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) The Bank Evidences of New York Mellonall loans or advances (“Loans”) hereunder shall be reflected on the grid attached hereto. FOR VALUE RECEIVED, as Notes Registrar , a corporation (the “Maker”), HEREBY PROMISES TO PAY ON DEMAND to the order of (the “Holder”) the principal sum of the aggregate unpaid principal amount of all Loans (plus accrued interest thereon) at any time and from time to time made hereunder to which has not been previously paid. All capitalized terms used herein that are defined in, or by reference in, the Indenture among ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇Television Group, Floor 7 West New YorkInc., New York 10286 Attention: Corporate Trust Administration Re: 5.875% Senior Notes due 2022 a Maryland corporation (the “NotesCompany) Reference is made to ), the Indentureguarantors party thereto and U.S. Bank National Association, as trustee, dated as of November 5July 23, 2014 (the “Indenture”), among Media General Financing Sub, Inc., a Delaware corporation (have the “Issuer”), the guarantors party thereto and The Bank of New York Mellon, as trustee. Terms used herein and defined in the Indenturemeanings assigned to such terms therein, or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of Notes, which are evidenced by the following certificate(s) (the “Specified Notes”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes No (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Notes are represented by a Global Note, they are held through a Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes are not represented by a Global Note, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted Note. In connection with such transfer, the Owner hereby certifies thatreference therein, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Notes, or in accordance with Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby certifies as follows:otherwise defined.

Appears in 1 contract

Sources: Indenture (Sinclair Broadcast Group Inc)

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Notes Securities were last acquired from the Issuer Company or from an affiliate (as such term is defined in Rule 144) of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the IssuerCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the initial purchasers of the NotesSecurities. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) The U.S. Bank of New York MellonNational Association, as Notes Securities Registrar Two ▇▇▇▇▇ Center ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 18th Floor Richmond, Floor 7 West New York, New York 10286 Attention: Corporate Trust Administration Virginia 23219 Re: 5.8755.375% Senior Notes due 2022 2021 (the “NotesSecurities”) Reference is made to the Indenture, dated as of November 5April 2, 2014 2013 (the “Indenture”), among Media General Financing Sub▇▇▇▇▇▇▇▇ Television Group, Inc., a Delaware Maryland corporation (the “IssuerCompany”), the guarantors party thereto and The U.S. Bank of New York MellonNational Association, as trustee. Terms used herein and defined in the Indenture, Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of NotesSecurities, which are evidenced by the following certificate(s) (the “Specified NotesSecurities”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Notes Securities are represented by a Global NoteSecurity, they are held through a Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes Securities are not represented by a Global NoteSecurity, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted NoteSecurity. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Notes, or in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictionsStates. Accordingly, the Owner hereby further certifies as followsas:

Appears in 1 contract

Sources: Indenture (Sinclair Broadcast Group Inc)

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the transfer is occurring after a holding period of at least one year six months (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Notes Securities were last acquired from the Issuer Company or from an affiliate (as such term is defined in Rule 144) of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the IssuerCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the initial purchasers of the NotesSecurities. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) The (For transfers pursuant to Section 307(a)(ii) of the Indenture referred to below) U.S. Bank of New York MellonNational Association, as Notes Securities Registrar Two ▇▇▇▇▇ Center ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 18th Floor Richmond, Floor 7 West New York, New York 10286 Attention: Corporate Trust Administration Virginia 23219 Re: 5.875% Senior Notes due 2022 2026 (the “NotesSecurities”) Reference is made to the Indenture, dated as of November 5March 23, 2014 2016 (the “Indenture”), among Media General Financing Sub▇▇▇▇▇▇▇▇ Television Group, Inc., a Delaware Maryland corporation (the “IssuerCompany”), the guarantors party thereto and The U.S. Bank of New York MellonNational Association, as trustee. Terms used herein and defined in the Indenture, Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ US$_____________ aggregate principal amount of NotesSecurities, which are evidenced by the following certificate(s) (the “Specified NotesSecurities”): CUSIP No(s). ___________________________ CERTIFICATE No(s). _____________________ CURRENTLY IN BOOK-ENTRY FORM: Yes ___ No ___ (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Notes Securities are represented by a Global NoteSecurity, they are held through a Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes Securities are not represented by a Global NoteSecurity, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted NoteSecurity. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Notes, or in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictionsStates. Accordingly, the Owner hereby further certifies as followsas:

Appears in 1 contract

Sources: Indenture (Sinclair Broadcast Group Inc)

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Notes Securities were last acquired from the Issuer Company or from an affiliate (as such term is defined in Rule 144) of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the IssuerCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the initial purchasers of the NotesSecurities. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) The U.S. Bank of New York MellonNational Association, as Notes Securities Registrar Two ▇▇▇▇▇ Center ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 18th Floor Richmond, Floor 7 West New York, New York 10286 Attention: Corporate Trust Administration Virginia 23219 Re: 5.8755.625% Senior Notes due 2022 2024 (the “NotesSecurities”) Reference is made to the Indenture, dated as of November 5July 23, 2014 (the “Indenture”), among Media General Financing Sub▇▇▇▇▇▇▇▇ Television Group, Inc., a Delaware Maryland corporation (the “IssuerCompany”), the guarantors party thereto and The U.S. Bank of New York MellonNational Association, as trustee. Terms used herein and defined in the Indenture, or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of NotesSecurities, which are evidenced by the following certificate(s) (the “Specified NotesSecurities”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Notes Securities are represented by a Global NoteSecurity, they are held through a Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes Securities are not represented by a Global NoteSecurity, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted NoteSecurity. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the NotesSecurities, or in accordance with Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby certifies as follows:

Appears in 1 contract

Sources: Indenture (Sinclair Broadcast Group Inc)

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, : (1) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date Specified Notes were last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable volume, manner of sale and notice requirements of Rule 144; or (2) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Notes were last acquired from the Issuer Company or from an affiliate (as such term is defined in Rule 144) of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the IssuerCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company, the Guarantors and the initial purchasers of the NotesPurchasers. Dated: (Print the name of the Undersigned, as such term is defined in the second third paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) The EXHIBIT B—Form of Restricted Notes Certificate U.S. Bank of New York MellonNational Association, as Notes Registrar Trustee ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Floor 7 West New York, New York 10286 Attention▇▇ ▇▇▇▇▇ Attn: Corporate Trust Administration Services Re: 5.8759.75% Senior Notes due 2022 2011 of Dollar Financial Group, Inc. (the “Notes”) Reference is made to the Indenture, dated as of November 513, 2014 2003 (the “Indenture”), among Media General Financing SubDollar Financial Group, Inc., a Delaware corporation Inc. (the “IssuerCompany”), the guarantors party thereto Guarantors (as defined therein) and The U.S. Bank of New York MellonNational Association, as trusteeTrustee. Terms used herein and defined in the Indenture, Indenture or in Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate U.S. $ principal amount of Notes, which are evidenced by the following certificate(s) (the “Specified Notes”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes No (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Notes are represented by a Global Note, they are held through a the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes are not represented by a Global Note, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes be transferred to a person (the “Transferee”) who shall will take delivery in the form of a Restricted NoteNote or, if pursuant to Rule 144, in the form of a Note bearing no Securities Act Legend pursuant to Section 2.08(f). In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Notes, or in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:

Appears in 1 contract

Sources: Exhibit (Check Mart of New Mexico Inc)

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, : (A) the transfer is occurring after a holding period of at least one year (computed February 10, 2001 and is being effected in accordance with paragraph (d) the applicable amount, manner of sale and notice requirements of Rule 144; or (B) has elapsed since the date the Specified Notes were last acquired from the Issuer or from an affiliate (as such term transfer is defined in Rule 144) of the Issueroccurring after February 10, whichever is later, 2002 and the Owner is not, and during the preceding three months has not been, an affiliate of the IssuerCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the initial purchasers of the NotesPurchasers. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) The Bank of New York MellonCitibank, N.A., as Notes Registrar Book-Entry Depositary ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7 West New York▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, New York 10286 Attention: Corporate Trust Administration ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: 5.875·% Senior Notes due 2022 · of Vodafone AirTouch Public Limited Company, (the “Notes· Securities”) Reference is made to the IndentureDepositary Agreement, dated as of November 5February 10, 2014 2000 (the “IndentureDeposit Agreement”), among Media General Financing Sub, Inc., a Delaware corporation Vodafone AirTouch Public Limited Company (the “IssuerCompany”), the guarantors party thereto and The Bank of New York MellonCitibank, N.A., as trusteeBook-Entry Depositary, and the owners of Book-Entry Securities. Terms used herein and defined in the Indenture, Deposit Agreement or in Regulation S or Rule 144 under the U.S. Securities Act of 1933, as amended 1933 (the “Securities Act”), ) are used herein as so defined. This certificate relates to US$ aggregate U.S. $· principal amount of NotesSecurities, which are evidenced by the following certificate(s) or Book-Entry Securities therein (the “Specified NotesSecurities”): CUSIP No(s[COMMON CODE NO(s). ] ISIN NO(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes No (check one) AGENT MEMBER’S ACCOUNT No(s). The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” ”. If the Specified Notes Securities are represented by a Global NoteSecurity, they Book-Entry Securities therein are held through a Depositary [The Depository Trust Company] [Euroclear and Clearstream, Luxembourg] or an Agent Member agent member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes Securities are not represented by a Global NoteSecurity, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes Securities be transferred to a person (the “Transferee”) who shall will take delivery in the form of a Restricted NoteSecurity. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Notes, or in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as followsas:

Appears in 1 contract

Sources: Securities Depositary Agreement (Vodafone Group Public LTD Co)

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Notes Securities were last acquired from the Issuer Company or from an affiliate (as such term is defined in Rule 144) of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the IssuerCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the initial purchasers of the NotesSecurities. Dated(Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: U.S. Bank National Association, as Securities Registrar Two ▇▇▇▇▇ Center ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 18th Floor Richmond, Virginia 23219 Re: 6.375% Senior Notes due 2021 of ▇▇▇▇▇▇▇▇ Television Group, Inc. (the “Securities”) Reference is made to the Indenture, dated as of October 11, 2013 (the “Indenture”), among ▇▇▇▇▇▇▇▇ Television Group, Inc., a Maryland corporation (the “Company”), the guarantors party thereto, and U.S. Bank National Association, as trustee. Terms used herein and defined in the Indenture or in Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of Securities, which are evidenced by the following certificate(s) (the “Specified Securities”): CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be exchanged for Securities bearing no Restricted Securities Legend pursuant to Section 307(b) of the Indenture. In connection with such exchange, the Owner hereby certifies that the exchange is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. The Owner also acknowledges that any future transfers of the Specified Securities must comply with all applicable securities laws of the states of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the Securities. (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) The Bank Evidences of New York Mellonall loans or advances (“Loans”) hereunder shall be reflected on the grid attached hereto. FOR VALUE RECEIVED, as Notes Registrar , a corporation (the “Maker”), HEREBY PROMISES TO PAY ON DEMAND to the order of (the “Holder”) the principal sum of the aggregate unpaid principal amount of all Loans (plus accrued interest thereon) at any time and from time to time made hereunder to which has not been previously paid. All capitalized terms used herein that are defined in, or by reference in, the Indenture among ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 7 West New York, New York 10286 Attention: Corporate Trust Administration Re: 5.875% Senior Notes due 2022 (the “Notes”) Reference is made to the Indenture, dated as of November 5, 2014 (the “Indenture”), among Media General Financing SubTelevision Group, Inc., a Delaware Maryland corporation (the “IssuerCompany”), the guarantors party thereto and The U.S. Bank of New York MellonNational Association, as trustee. Terms used herein and defined in the Indenture, or Rule 144 under the U.S. Securities Act dated as of 1933October 11, as amended 2013 (the “Securities ActIndenture”), are used herein as so defined. This certificate relates have the meanings assigned to US$ aggregate principal amount of Notessuch terms therein, which are evidenced or by the following certificate(s) (the “Specified Notes”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes No (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Notes are represented by a Global Note, they are held through a Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes are not represented by a Global Note, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted Note. In connection with such transfer, the Owner hereby certifies thatreference therein, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Notes, or in accordance with Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby certifies as follows:otherwise defined.

Appears in 1 contract

Sources: Indenture (Sinclair Broadcast Group Inc)

Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Notes Securities were last acquired from the Issuer Company or from an affiliate (as such term is defined in Rule 144) of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the IssuerCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the initial purchasers of the NotesSecurities. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) The U.S. Bank of New York MellonNational Association, as Notes Securities Registrar Two ▇▇▇▇▇ Center ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 18th Floor Richmond, Floor 7 West New York, New York 10286 Attention: Corporate Trust Administration Virginia 23219 Re: 5.8756.375% Senior Notes due 2022 2021 (the “NotesSecurities”) Reference is made to the Indenture, dated as of November 5October 11, 2014 2013 (the “Indenture”), among Media General Financing Sub▇▇▇▇▇▇▇▇ Television Group, Inc., a Delaware Maryland corporation (the “IssuerCompany”), the guarantors party thereto and The U.S. Bank of New York MellonNational Association, as trustee. Terms used herein and defined in the Indenture, or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of NotesSecurities, which are evidenced by the following certificate(s) (the “Specified NotesSecurities”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Notes Securities are represented by a Global NoteSecurity, they are held through a Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes Securities are not represented by a Global NoteSecurity, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted NoteSecurity. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the NotesSecurities, or in accordance with Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby certifies as follows:

Appears in 1 contract

Sources: Indenture (Sinclair Broadcast Group Inc)