Check and complete if Transferee Sample Clauses

Check and complete if Transferee will take delivery of a beneficial interest in a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one): a. ☐ such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; b. ☐ such Transfer is being effected to the Partnership or a subsidiary thereof; c. ☐ such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act; d. ☐ such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit G to the Indenture and (2) if such Transfer is in respect of a principal amount of Notes at the time of transfer of less than $250,000, an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI Global Note and/or the Restricted Definitive Notes and in the Indenture and the Securities Act.

Check and complete if Transferee will take delivery of a beneficial interest in a Definitive Bond pursuant to any provision of the Securities Act other than Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Bonds and Restricted Definitive Bonds and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one): (a) such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; (b) such Transfer is being effected to the Company or a subsidiary thereof; (c) such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.

Check and complete if Transferee will take delivery of a Book-Entry Interest in a Global Note or a Definitive Registered Note pursuant to any provision of the U.S. Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to Book-Entry Interests in Global Notes and Definitive Registered Notes and pursuant to and in accordance with the U.S. Securities Act and any applicable blue sky securities laws of any state of the United States. ________________________________ [Insert Name of Transferor] By: _____________________________ Name: Title: Dated: ________________________ i.The Transferor owns and proposes to transfer the following: .. a Book-Entry Interest in the: (i) .. 144A Global Note ([Common Code][ISIN][CUSIP] ____________), or

Check and complete if Transferee will take delivery of a beneficial interest in a Definitive Security pursuant to any provision of the Securities Act other than

Check and complete if Transferee will take delivery of a beneficial interest in a Global Bond or a Certificated Bond pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Global Bonds and Certificated Bonds and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one): (a) such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; (b) such Transfer is being effected to the Company or a subsidiary thereof; (c) such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act. This certificate and the statements contained herein are made for the benefit of the Trustee and the Registrar and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: __________________________ Signature Guarantee Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 1. The Transferor owns and proposes to transfer the following: [CHECK ONE OF (1) OR (2)] (1) a beneficial interest in the: 144A Global Bond (CUSIP ________), or Regulation S Global Bond (CUSIP ________), or (2) a Restricted Certificated Bond. 2. After the Transfer the Transferee will hold: [CHECK ONE OF (3) OR (4)]

Check and complete if Transferee will take delivery of a beneficial interest in the Restricted Global Note or a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check): o such Transfer is being effected to the Company or a subsidiary thereof.

Check and complete if Transferee will take delivery of a beneficial ------------------------------------------------------------------- interest in a Restricted Global Note or a Restricted Definitive Note pursuant to -------------------------------------------------------------------------------- any provision of the Securities Act other than Rule 144A or Regulation S. The ------------------------------------------------------------------------ Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

Check and complete if Transferee will take delivery of a Book-Entry Interest in a Global Note or a Definitive Registered Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to Book-Entry Interests in Global Notes and Definitive Registered Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) o a Book-Entry Interest in the: (i) o 144A Global Note ([CUSIP][ISIN] ), or (ii) o Regulation S Global Note ([CUSIP][ISIN] ). 2. After the Transfer the Transferee will hold: (a) o a Book-Entry Interest in the: (i) o 144A Global Note ([CUSIP][ISIN]] ), or (ii) o Regulation S Global Note ([CUSIP][ISIN] ). in accordance with the terms of the Indenture. [Issuer address] [Trustee/Registrar address] Re: [£250,000,000 8 ¾% Senior Secured Notes due 2017 and $425,000,000 83/8% Senior Secured Notes due 2017] of MU FINANCE PLC. ([CUSIP ]; ISIN ; [Common Code ]) Reference is hereby made to the Indenture, dated as of 29 January 2010 (the “Indenture”), between, among others, MU FINANCE PLC, a public limited company incorporated under the laws of England and Wales, (the “Issuer”), the Guarantors party thereto and The Bank of New York Mellon as Trustee, Principal Paying Agent, Transfer Agent and Registrar. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of [£][$] in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. o Check if Exchange is from Book-Entry Interest in a

Check and complete if Transferee will take delivery of a beneficial interest in the Global Security or a Definitive Security pursuant to any provision of the Securities Act other than