Rule 144A Transfers. If the transfer is being effected in accordance with Rule 144A:
(A) the Specified Securities are being transferred to a person that the Owner and any person acting on its behalf reasonably believe is a "qualified institutional buyer" within the meaning of Rule 144A, acquiring for its own account or for the account of a qualified institutional buyer; and
(B) the Owner and any person acting on its behalf have taken reasonable steps to ensure that the Transferee is aware that the Owner may be relying on Rule 144A in connection with the transfer; and
Rule 144A Transfers. The Issuer will deliver with reasonable promptness any financial or other information that a Holder may reasonably request from time to time to permit such Holder to comply with the requirements of Rule 144A under the Securities Act of 1933, as amended, in connection with the resale of Notes by such Holder.
Rule 144A Transfers. If the transfer is being effected in accordance ------------------- with Rule 144A:
(A) the Specified Securities are being transferred to a person that the Owner and any person acting on its behalf reasonably believe is a "qualified institutional buyer" within the meaning of Rule 144A, acquiring for its own account or for the account of a qualified institutional buyer; and
(B) the Owner and any person acting on its behalf have taken reasonable steps to ensure that the Transferee is aware that the Owner may be relying on Rule 144A in connection with the transfer; and
(C) the Specified Securities are being transferred in compliance with any applicable "blue sky" securities laws of all applicable states of the United States.
Rule 144A Transfers. Upon any sale or transfer of a Transfer Restricted Note (including any Transfer Restricted Note represented by a Rule 144A Global Note) pursuant to Rule 144 under the Securities Act, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Note for a Note (or, in the case of any Transfer Restricted Note that is represented by a Rule 144A Global Note, an interest in a Global Note) that does not bear the legend set forth above and rescind any restriction on the transfer of such Transfer Restricted Note, if the Holder certifies in writing to the Registrar that its request for such exchange was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Note).
Rule 144A Transfers. If the transfer is being effected pursuant to Rule 144:
(a) the transfer is occurring after October 24, 2004 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 October 24, 2005 and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer.
Rule 144A Transfers. Transfers of Class X, Class R-I, Class R-II and Class R-III Certificates may be made in accordance with this Section 4.02(c) if the prospective transferee of a Certificate provides the Trustee and the Depositor with an investment letter substantially in the form of Exhibit M-4 attached hereto, which investment letter shall not be an expense of the Trustee, the Transferor, the Depositor or the Servicer, and which investment letter states that, among other things, such transferee is a "qualified institutional buyer" as defined under Rule 144A. Such transfers shall be deemed to have complied with the requirements of Section 4.02(b) hereof; provided, however, that no Transfer of any of the Certificates may be made pursuant to this Section 4.02(c) by the Depositor. Any such Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Transferor, the Depositor and the Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such applicable federal and state laws.
Rule 144A Transfers. The beneficial interest or Non-Global Security is being transferred to a Person that the Owner reasonably believes is purchasing the beneficial interest or Non-Global Security for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. [ ] CHECK IF OWNER IS AN AFFILIATE OF THE COMPANY AS CONTEMPLATED IN SECTION 306(b)(viii) OF THE INDENTURE. [ ] CHECK IF TRANSFEREE IS AN AFFILIATE OF THE COMPANY AS CONTEMPLATED IN SECTION 306(b)(viii) OF THE INDENTURE. This certificate and the statements contained herein are made for your benefit and the benefit of the Company, any Guarantors and the Initial Purchasers. 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.) Xxxxx Fargo Bank, National Association, as Trustee 000 Xxxxxxxx Xxxx., 00xx Xxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Corporate Trust Department Re: 6.75% Senior Notes due 2019 of Reference is made to the Indenture, dated as of November 24, 2009 (the “Indenture”), from Oaktree Capital Management, L.P., (the “Company”) to Xxxxx Fargo 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 (the “Securities Act”) are used herein as so defined. This certificate relates to U.S. $ principal amount of Securities, which are evidenced by the following certificate(s) (the “Specified Securities”): CUSIP No(s). CERTIFICATE 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 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 O...
Rule 144A Transfers. Transfers of Class N and Class R ------------------- Certificates may be made in accordance with this Section 4.4(a)(ii) if the prospective transferee of a Certificate provides the Trustee and the Depositor with an investment letter substantially in the form of Exhibit E-3 attached hereto, which investment letter shall not be an expense of the Trustee or the Depositor, and which investment letter states that, among other things, such transferee is a "qualified institutional buyer" as defined under Rule
Rule 144A Transfers. Transfers of Class X, Class R-I, Class R-II and Class R-III Certificates may be made in accordance with this Section 4.02(c) --------------- if the prospective transferee of a Certificate provides the Trustee and the Depositor with an investment letter substantially in the form of Exhibit M-4 ----------- attached hereto, which investment letter shall not be an expense of the Trustee, the Transferor, the Depositor or the Servicer, and which investment letter states that, among other things, such transferee is a "qualified institutional buyer" as defined under Rule 144A. Such transfers shall be deemed to have complied with the requirements of Section 4.02(b) hereof; provided, however, --------------- that no Transfer of any of the Certificates may be made pursuant to this Section ------- 4.02
