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

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 3 contracts

Sources: Indenture (Park Hotels & Resorts Inc.), Indenture (Park Hotels & Resorts Inc.), Indenture (Vici Properties Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP __________), or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP __________), or

Appears in 3 contracts

Sources: Indenture (Vici Properties Inc.), Indenture (Vici Properties Inc.), Indenture (Vici Properties Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. _____________________________________ [Insert Name of Transferor] By: _________________________________ Name: Title: Dated: _______________________ 1. _ ANNEX A TO CERTIFICATE OF TRANSFER The Transferor owns and proposes to transfer the following: : [CHECK ONE OF (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or OR (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or]

Appears in 2 contracts

Sources: Indenture (Wci Communities Inc), Indenture (Communities Home Builders Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________________________ Insert Name of Transferor By: Name: Title: Dated 1. The Transferor owns and proposes to transfer the following: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP __________), ; or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 2 contracts

Sources: Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding PLC)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _____________________, __ 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), ; or (ii) ☐ Regulation S Global Note (CUSIP __________), ; or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), ; or (ii) ☐ Regulation S Global Note (CUSIP __________); or (b) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Cinemark USA, Inc. 39▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Fargo Bank, N.A. Corporate Trust Services 33▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇-▇▇▇ Lo▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Re: Cinemark USA, Inc. Re: 5.25% Senior Notes due 2028 Reference is hereby made to the Indenture, dated as of June 15, 2021 (as such may be amended or supplemented from time to time, the “Indenture”), oramong Cinemark USA, Inc., as issuer (the “Company”), the Guarantors party thereto and ▇▇▇▇▇ Fargo Bank, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ________(the “Owner”) owns and proposes to exchange the Note[s] or 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. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (a) [_] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (b) [_] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A

Appears in 2 contracts

Sources: Indenture (Cinemark Holdings, Inc.), Indenture (Cinemark Usa Inc /Tx)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 144 or Rule 904 Regulation S and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Certificated Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Certificated Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. Dated: [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ☐ 144A a Restricted Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (b) ¨ a Restricted Definitive Certificated Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) ¨ a beneficial interest in thea/an: (i) ☐ 144A ¨ Restricted Global Note (CUSIP __________), or (ii) ☐ Regulation S ¨ Unrestricted Global Note (CUSIP __________); or (b) ¨ a Restricted Certificated Note; or (c) ¨ an Unrestricted Certificated Note, or, (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:

Appears in 2 contracts

Sources: Supplemental Indenture (Host Marriott Corp/), Supplemental Indenture (Host Marriott L P)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________[●]), or (ii) Regulation S Global Note (CUSIP __________[●]), or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________[●]), or (ii) Regulation S Global Note (CUSIP __________[●]), or (iii) IAI Global Note (CUSIP [●]), or (iv) Unrestricted Global Note (CUSIP [●]), or (b) a Restricted Definitive Note; or (c) a Restricted Definitive Note, in accordance with the terms of the Indenture. NGL Energy Partners LP ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Tulsa, Oklahoma 74136 U.S. Bank Trust Company, National Association ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, Suite 800 Dallas, TX 75240 Attention: Global Corporate Trust Services Re: [8.125% Senior Secured Notes due 2029 CUSIP: ][8.375% Senior Secured Notes due 2032 CUSIP: ] Reference is hereby made to the Indenture, dated as of February 2, 2024 (the “Indenture”), among NGL Energy Operating LLC and NGL Energy Finance Corp., as issuers (the “Issuers”), the Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 2 contracts

Sources: Supplemental Indenture (NGL Energy Partners LP), Indenture (NGL Energy Partners LP)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Pinnacle Entertainment, Inc. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Parkway Las Vegas, 89109 [Registrar address block] Re: 8 1/4% Senior Subordinated Notes due 2012 (CUSIP ) Reference is hereby made to the Indenture, dated as of March 15, 2004 (the “Indenture”), among Pinnacle Entertainment, Inc., as issuer (the “Company”), the Guarantors party thereto and The Bank of New York, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 2 contracts

Sources: Indenture (Casino One Corp), Indenture (Pinnacle Entertainment Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), ; or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (iii) ☐ Unrestricted Global Note (CUSIP _________); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. [Company address block] [Registrar address block] Re: 7.00% Senior Secured Notes due 2027 of Studio City Company Limited Reference is hereby made to the Indenture, dated as of February 16, 2022 (the “Indenture”), among Studio City Company Limited, as issuer (the “Company”), each Guarantor and Deutsche Bank Trust Company Americas, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of US$____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 2 contracts

Sources: Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (Melco Resorts & Entertainment LTD)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. B-3 [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP ___________), or (ii) Regulation S Global Note (CUSIP ____________); or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP __________), or (biii) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Unrestricted Global Note (CUSIP __________), ; or (iib) ☐ Regulation S Global Note a Restricted Definitive Note; or (c) an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Sensata Technologies B.V. c/o Sensata Technologies, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon Corporate Trust Division ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Corporate Trust Division Reference is hereby made to the Indenture, dated as of August 29, 2022 (the “Indenture”), among Sensata Technologies B.V., a private company with limited liability incorporated under Dutch law, as issuer (the “Issuer”), the Guarantors party thereto and The Bank of New York Mellon, a New York banking corporation, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ________________, (the “Owner”) owns and proposes to exchange the Note[s] or interests in such Note[s] specified herein, in the principal amount of $ _________ (CUSIP ________; ISIN _______________) in such Note[s] or interests (the “Exchange”). In connection with the Exchange, orthe Owner hereby certifies that:

Appears in 2 contracts

Sources: Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding PLC)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or

Appears in 2 contracts

Sources: Indenture (CyrusOne Inc.), Indenture (Owens Corning)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), ; or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (iii) ☐ Unrestricted Global Note (CUSIP _________); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. [Company address block] [Registrar address block] Re: 7.250% Senior Notes due 2024 of Studio City Finance Limited Reference is hereby made to the Indenture, dated as of February 11, 2019 (the “Indenture”), among Studio City Finance Limited, as issuer (the “Company”), each Subsidiary Guarantor and Deutsche Bank Trust Company Americas, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of US$____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 2 contracts

Sources: Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (Melco Resorts & Entertainment LTD)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes Securities or Restricted Definitive Notes Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes proposed to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note Security (CUSIP __________), or (ii) ☐ Regulation S Global Note Security (CUSIP __________), or (b) ☐ a Restricted Definitive NoteSecurity. 2. After the Transfer transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note Security (CUSIP __________), or (ii) ☐ Regulation S Global Note Security (CUSIP __________), or (iii) ☐ Unrestricted Global Security (CUSIP ); or (b) ☐ a Restricted Definitive Security; or (c) ☐ an Unrestricted Definitive Security, in accordance with the terms of the Indenture. The ADT Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: Corporate Trust Services Attention: Corporation Trust Services Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , among The ADT Corporation, a Delaware company (the “Company”), and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ][and the Board Resolution adopted ] (together, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to transfer the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $ in such Security or Securities or interest[s] (the “Exchange”). In connection with the Transfer, the Transferor hereby certifies that:

Appears in 2 contracts

Sources: Indenture (ADT, Inc.), Indenture (ADT, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. ____________________________[Insert Name of Transferor] By: _________________________________ Name: Title: Dated: ____________________________ 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 2 contracts

Sources: Indenture (McGraw Hill, Inc.), Indenture (McGraw Hill, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), ; or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), ; or

Appears in 2 contracts

Sources: Indenture (Tesoro Logistics Lp), Indenture (Tesoro Corp /New/)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP _________), or (ii) ¨ Regulation S Global Note (CUSIP _________), or (iii) ¨ IAI Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP _________), or (ii) ¨ Regulation S Global Note (CUSIP _________), or (iii) ¨ IAI Global Note (CUSIP _________); or (iv) ¨ Unrestricted Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Clearway Energy Operating LLC c/o Clearway Energy, Inc. 3▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Attention: DatedGeneral Counsel Delaware Trust Company 2▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: 3.750% Senior Notes due 2032 Reference is hereby made to the Indenture, dated as of October 1, 2021 (the “Indenture”), among Clearway Energy Operating LLC, as issuer (the “Company”), the Guarantors party thereto and Delaware Trust Company, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _______________________ 1. The Transferor ___, (the “Owner”) owns and proposes to transfer exchange the following: (a) ☐ a beneficial Note[s] or interest in the: (i) ☐ 144A Global Note (CUSIP such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, or (ii) ☐ Regulation S Global Note (CUSIP __________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will holdOwner hereby certifies that: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 2 contracts

Sources: Indenture (Clearway Energy LLC), Indenture (Clearway Energy, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 of Regulation S and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), ; or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 2 contracts

Sources: Indenture (Vistra Energy Corp.), Indenture (Vistra Energy Corp.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP _________), or (iii) ☐ IAI Global Note (CUSIP _________), ; or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (iii) ☐ IAI Global Note (CUSIP _________); or (iv) ☐ Unrestricted Global Note (CUSIP _________); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. [Company address block] [Registrar address block] Re: 9.125% Senior Notes due 2031 (CUSIP [ ]) Reference is hereby made to the Indenture, dated as of June 30, 2023 (the “Indenture”), among Viking Cruises Ltd, as issuer (the “Company”), the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 2 contracts

Sources: Indenture (Viking Holdings LTD), Indenture (Viking Holdings LTD)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: : o (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), ; or (ii) Regulation S Global Note (CUSIP __________), or ; or o (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: : o (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), ; or (ii) Regulation S Global Note (CUSIP __________); or (iii) Unrestricted Global Note (CUSIP ); or o (b) a Restricted Definitive Note; or o (c) an Unrestricted Definitive Note. in accordance with the terms of the Indenture. IKON Office Solutions, orInc. 7▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Malvern, PA 19355 Attention: Chief Financial Officer The Bank of New York Corporate Trust Division 1▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ — Floor 8W New York, NY 10286 Attention: Corporate Trust Division

Appears in 1 contract

Sources: Indenture (Ikon Office Solutions Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. [Insert Name of Transferor] By: INSERT NAME OF TRANSFEROR], By Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________CUSIP/ISIN: ), or (ii) ☐ Regulation S Global Note (CUSIP __________CUSIP/ISIN: ), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________CUSIP/ISIN: ), or (ii) ☐ Regulation S Global Note (CUSIP __________CUSIP/ISIN: ), or (iii) ☐ Unrestricted Global Note (CUSIP/ISIN: ), or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. ▇▇▇▇▇▇▇▇ Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: General Counsel U.S. Bank National Association, as Trustee and Registrar ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ St. ▇▇▇▇, MN 55107 Attention: ▇▇▇▇▇▇▇▇ Corporation—Administrator Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ Re: 6.875% Senior Notes due 2026 Reference is hereby made to the Indenture, dated as of January 31, 2018 (the “Indenture”), among ▇▇▇▇▇▇▇▇ Corporation, the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Sources: Indenture (Meredith Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will shall not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. ------------------------------------- [Insert Name of Transferor] By: ---------------------------------------- Name: Title: Dated: ________________________ ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: (i) 144A Global Note (CUSIP 769627AE0), or (ii) Regulation S Global Note (CUSIP U7667GAA8), or (iii) IAI Global Note (CUSIP 769627AF7); or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee shall hold: [CHECK ONE] (a) a beneficial interest in the: (i) 144A Global Note (CUSIP 769627AE0), or (ii) Regulation S Global Note (CUSIP U7667GAA8), or (iii) IAI Global Note (CUSIP 769627AF7); or (iv) Unrestricted Global Note (CUSIP __________), ; or (iib) ☐ Regulation S Global Note a Restricted Definitive Note; or (c) an Unrestricted Definitive Note, in accordance with the terms of the Indenture. EXHIBIT C FORM OF CERTIFICATE OF EXCHANGE Riviera Holdings Corporation 2901 Las Vegas Boulevard S▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇ [Registrar address block] Re: 11% Senior Secured Notes due 2010 (CUSIP ____________) Reference is hereby made to the Indenture, dated as of June 26, 2002 (the "Indenture"), or among Riviera Holdings Corporation, as issuer (b) ☐ a Restricted Definitive Note. 2the "Company"), the Guarantors named on the signature pages thereto and The Bank of New York, as trustee. After Capitalized terms used but not defined herein shall have the Transfer meanings given to them in the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP Indenture. __________), or (ii) ☐ Regulation S Global Note (CUSIP ________________, (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, orthe Owner hereby certifies that:

Appears in 1 contract

Sources: Indenture (Riviera Holdings Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) o a beneficial interest in the: (i) o 144A Global Note (CUSIP __________), or (ii) o Regulation S Global Note (CUSIP __________), ; or (b) o a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) o a beneficial interest in the: (i) o 144A Global Note (CUSIP __________), or (ii) o Regulation S Global Note (CUSIP __________), or (iii) o Unrestricted Global Note (CUSIP ); or (b) o a Restricted Definitive Note; or (c) o an Unrestricted Definitive Note, in accordance with the terms of the Indenture. B-4 EXHIBIT C FORM OF CERTIFICATE OF EXCHANGE Vidéotron Ltée 30▇ ▇▇▇▇▇ ▇▇▇▇▇▇ East Montréal Québec H2X 3W4 Canada Attention: Director, Legal Affairs ▇▇▇▇▇ Fargo Bank Minnesota, N.A. 21▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇ttention: Corporate Trust Services Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Re: 67/8% Senior Notes due January 15, 2014 Reference is hereby made to the Indenture, dated as of October 8, 2003 (the "Indenture"), among Vidéotron Ltée, as issuer (the "Company"), the Subsidiary Guarantors party thereto and ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the "Owner") owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of US$ in such Note[s] or interests (the "Exchange"). In connection with the Exchange, the Owner hereby certifies that: 1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note (a) o Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Note and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the "Securities Act"), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (b) o Check if Exchange is from beneficial interest in a

Appears in 1 contract

Sources: Indenture (Videotron Ltee)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP _________); or (iv) ¨ Unrestricted Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. TerraForm Power Operating, LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ Attention: Investor Relations U.S. Bank National Association ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ St. ▇▇▇▇, MN Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Re: 4.25% Senior Notes due 2023 Reference is hereby made to the Indenture, dated as of December 12, 2017 (the “Indenture”), among TerraForm Power Operating, LLC, as issuer (the “Issuer”), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ______________________, (the “Owner”) owns and proposes to exchange the Note[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:

Appears in 1 contract

Sources: Indenture (TerraForm Power, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the:. (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. ▇▇▇▇▇ Healthcare Corporation ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Dallas, TX 75240 Attention: Investor Relations The Bank of New York Mellon Trust Company, N.A. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Corporate Unit Re: 8 7/8% Senior Secured Notes Due 2019 Reference is hereby made to the Indenture, dated as of November 6, 2001, between ▇▇▇▇▇ Healthcare Corporation, as issuer (the “Company”) and The Bank of New York Mellon Trust Company, N.A., as successor trustee to The Bank of New York, as supplemented by the Eleventh Supplemental Indenture, dated as of June 15, 2009, among the Company, the Guarantors party thereto and the Trustee (as so supplemented, the “Indenture”). 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:

Appears in 1 contract

Sources: Eleventh Supplemental Indenture (Tenet Healthcare Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: [CHECK ONE OF (a) OR (b)] (a) ☐ a beneficial interest in the: (i) ☐144A Global Note ([CUSIP: ]), or (ii) ☐ Regulation S Global Note ([CUSIP: ]), or (b) ☐a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: [CHECK ONE] (a) ☐ a beneficial interest in the: (i) ☐144A Global Note ([CUSIP: ]), or (ii) ☐ Regulation S Global Note ([CUSIP: ])or (iii) ☐Unrestricted Global Note ([ ] [ ]); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. c/o APX Group, Inc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: General Counsel With a copy to: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Igor Fert Wilmington Trust, National Association ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: APX Group, Inc., Administrator Re: 6.75% Senior Secured Notes due 2027 Reference is hereby made to the Indenture, dated as of February 14, 2020 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among APX Group, Inc. (the “Issuer”), the Guarantors from time to time party thereto and the Trustee and Collateral Agent. _______________________ 1. The Transferor _ (the “Owner”) owns and proposes to transfer exchange the following: (a) ☐ a beneficial Note[s] or interest in the: (i) ☐ 144A Global Note (CUSIP such Note[s] specified herein, in the principal amount of $__________in such Note[s] or interests (the “Exchange”). In connection with the Exchange, or (ii) ☐ Regulation S Global Note (CUSIP __________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will holdOwner hereby certifies that: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Sources: Indenture (Vivint Smart Home, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: (i) 144A Global Note (CUSIP _____­_____), or (ii) Regulation S Global Note (CUSIP __________), ; or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP _____), or (iii) Unrestricted Global Note (CUSIP _____); or (b) a Restricted Definitive Note; or (c) an Unrestricted Definitive Note, orin accordance with the terms of the Indenture. Rackspace Hosting, Inc. ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Fargo Bank, National Association ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Suite 1750 MAC T9263-170 ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Municipal & Escrow Services Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ Reference is hereby made to this Indenture, dated as of November 25, 2015 (the “Indenture”), among Rackspace Hosting, Inc., a corporation duly organized and existing under the laws of the State of Delaware, as issuer (the “Company”), the Guarantors from time to time a party thereto and ▇▇▇▇▇ Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _____, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ (CUSIP _____ ; ISIN _____ ) in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Sources: Indenture (Rackspace Hosting, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will shall not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. [Insert Name of Transferor] By: Name: Title: DatedDate: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ Rule 144A Global Note (CUSIP __________CUSIP/ISIN: 5▇▇▇▇▇▇▇▇ / U▇▇▇▇▇▇▇▇), or (ii) ¨ Regulation S Global Note (CUSIP __________CUSIP/ISIN: US595137AB69 / USU5934GAA95), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will shall hold: (a) ¨ a beneficial interest in the: (i) ¨ Rule 144A Global Note (CUSIP CUSIP/ISIN: 5▇▇▇▇▇▇▇▇ / U▇▇▇▇▇▇▇▇), or (ii) ¨ Regulation S Global Note (CUSIP/ISIN: US595137AB69 / USU5934GAA95), or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Microsemi Corporation 4▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: General Counsel U.S. Bank National Association Global Corporate Trust Services 1▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: T▇▇▇▇▇ ▇▇▇▇▇ Re: 9.125% Senior Notes due 2023 Reference is hereby made to the Indenture, dated as of January 15, 2016 (the “Indenture”), between Microsemi Corporation and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. [__________)] (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified in Annex A hereto, or (ii) ☐ Regulation S Global Note (CUSIP in the principal amount of $[__________] in such Note[s] or interests (the “Exchange”). In connection with the Exchange, orthe Owner hereby certifies that:

Appears in 1 contract

Sources: Indenture (Microsemi Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: By: Name: Title: Dated: _______________________Title: (1. ) The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________▇▇▇▇▇▇▇▇▇), or (ii) ☐ Regulation S Global Note (CUSIP __________▇▇▇▇▇▇▇▇▇), or (b) ☐ a Restricted Definitive Note. (2. ) After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________▇▇▇▇▇▇▇▇▇), or (ii) ☐ Regulation S Global Note (CUSIP ▇▇▇▇▇▇▇▇▇), or (iii) ☐ Unrestricted Global Note, or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Beazer Homes USA, Inc. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, 15th Floor Atlanta, GA 30319 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Regions Bank Corporate Trust ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 11th Floor Dallas, Texas 75202 FAX: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, SVP Re: 7.500% Senior Notes due 2031 Reference is hereby made to the Indenture, dated as of March 15, 2024 (the “Indenture”), among Beazer Homes USA, Inc., the Subsidiary Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________ (the “Owner”) owns and proposes to exchange the Note[s] or 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. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE a. ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), or(iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. b. ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection EC-1 with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. c. ☐ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. d. ☐ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES a. ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. b. ☐ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ☐ 144A Global Note ☐ Regulation S Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated _______________. [Insert Name of Transferor] By: Name: Title: Dated: Supplemental Indenture (this “Supplemental Indenture”), dated as of ________, between __________________ (the “Guaranteeing Subsidiary”), a subsidiary of Beazer Homes USA, Inc., a Delaware corporation (the “Company”), and Regions Bank, as trustee (the “Trustee”).

Appears in 1 contract

Sources: Indenture (Beazer Homes Usa Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note Debenture will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes Debentures or Restricted Definitive Notes Debentures and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ☐ 144A Global Note ¨ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (CUSIP __________), or (ii) ¨ Regulation S Global Note Debenture (CUSIP __________), or (iii) ¨ IAI Global Debenture (CUSIP _________); or (b) ¨ a Restricted Definitive NoteDebenture. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ☐ 144A Global Note ¨ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (CUSIP __________), or (ii) ¨ Regulation S Global Note Debenture (CUSIP __________), or (iii) ¨ IAI Global Debenture (CUSIP _________); or (iv) ¨ Unrestricted Global Debenture (CUSIP _________); or (b) ¨ a Restricted Definitive Debenture; or (c) ¨ an Unrestricted Definitive Debenture, in accordance with the terms of the Indenture. Broadwing Corporation ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Trust Company, National Association ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 1150 Houston, TX 77002 Attn: Corporate Trust Department Re: 3.125% Convertible Senior Debentures due 2026 Reference is hereby made to the Indenture, dated as of May 16, 2006 (the “Indenture”), among Broadwing Corporation, as issuer (the “Company”), the Guarantors party thereto and ▇.▇. ▇▇▇▇▇▇ Trust Company, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Debenture[s] or interest in such Debenture[s] specified herein, in the principal amount of $____________ in such Debenture[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Sources: Indenture (Broadwing Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ☐ 144A Global Note ¨ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ (CUSIP __________▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇), or▇▇ (ii▇▇) ¨ Regulation S Global Note (CUSIP __________U85254 AB3), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ☐ 144A Global Note ¨ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ (CUSIP __________▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇), or▇▇ (ii▇▇) ¨ Regulation S Global Note (CUSIP __________U85254 AB3), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. W&T Offshore, Inc. Nine ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Fargo Bank, National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Re: $600,000,000 8.500% Senior Notes due 2019 (CUSIP ) Reference is hereby made to the Indenture, dated as of June 10, 2011 (the “Indenture”), among W&T Offshore, Inc., as issuer (the “Company”), the Guarantors party thereto and ▇▇▇▇▇ Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[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:

Appears in 1 contract

Sources: Indenture (W&t Offshore Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersPartnership. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ Unrestricted Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. EXHIBIT C Hi-Crush Partners LP ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank National Association ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Corporate Trust Re: 9.500% Senior Notes due 2026 (CUSIP ) Reference is hereby made to the Indenture, dated as of August 1, 2018 (the “Indenture”), among Hi-Crush Partners LP, a Delaware limited partnership, as issuer (the “Partnership”), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[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:

Appears in 1 contract

Sources: Indenture (Hi-Crush Partners LP)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Audatex North America, Inc. c/o Solera Holdings Inc. ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank National Association ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Re: 6.75% Senior Notes due 2018 Reference is hereby made to the Indenture, dated as of June 14, 2011 (the “Indenture”), among Audatex North America, Inc., as issuer (the “Issuer”), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[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:

Appears in 1 contract

Sources: Indenture (Solera Holdings, Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities 1933 Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement 144A Legend are not required in order to maintain compliance with the Securities 1933 Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement 144A Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S ¨ Canadian Placement Global Note (CUSIP __________), ; or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S ¨ Canadian Placement Global Note (CUSIP __________), or (iii) ¨ Unrestricted Global Note; or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Quebecor Media Inc. ▇▇▇ ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Attention: Director, Legal Affairs Computershare Trust Company of Canada ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Attention: Manager, Corporate Trust Services Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Re: 7 3/8% Senior Notes due January 15, 2021 Reference is hereby made to the Indenture, dated as of January 5, 2011 (the “Indenture”), between Quebecor Media Inc., as issuer (the “Company”), and Computershare Trust Company of Canada, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Sources: Indenture (Quebecor Media Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________[ ] [ ]), or (ii) ¨ Regulation S Global Note (CUSIP __________[ ] [ ]), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________[ ] [ ]), or (ii) ¨ Regulation S Global Note (CUSIP __________[ ] [ ]), or (iii) ¨ Unrestricted Global Note (CUSIP [ ] [ ]); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Texas Competitive Electric Holdings Company LLC Energy Plaza ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Dallas, Texas 75201-3411 Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ TCEH Finance, Inc. Energy Plaza ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Dallas, Texas 75201-3411 Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ The Bank of New York Mellon Trust Company, N.A. Corporate Trust Division ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ – ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: TCEH Trustee Re: 11.5% Senior Secured Notes due 2020 Reference is hereby made to the Indenture, dated as of April 19, 2011 (the “Indenture”), among Texas Competitive Electric Holdings Company LLC and TCEH Finance, Inc., the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Sources: Indenture (Energy Future Intermediate Holding CO LLC)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the:. (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (iii) ☐ Unrestricted Global Note (CUSIP ); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. ▇▇▇▇▇ Healthcare Corporation ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Suite 1400 Dallas, TX 75202 Attention: Investor Relations The Bank of New York Mellon Trust Company, N.A. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Corporate Unit Re: 6.250% Senior Secured Second Lien Notes Due 2027

Appears in 1 contract

Sources: Supplemental Indenture (Tenet Healthcare Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: ___________________________ ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Clearway Energy Operating LLC c/o Clearway Energy, Inc. 300 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇tention: General Counsel Delaware Trust Company 251 ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇tention: Corporate Trust Department Re: 3.750% Senior Notes due 2031 Reference is hereby made to the Indenture, dated as of March 9, 2021 (the “Indenture”), among Clearway Energy Operating LLC, as issuer (the “Company”), the Guarantors party thereto and Delaware Trust Company, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Sources: Indenture (Clearway Energy, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________[ ] [ ]), or (ii) ¨ Regulation S Global Note (CUSIP __________[ ] [ ]), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP [ ] [ ]), or (ii) ¨ Regulation S Global Note (CUSIP [ ] [ ]), or (iii) ¨ Unrestricted Global Note (CUSIP [ ] [ ]); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Texas Competitive Electric Holdings Company LLC Energy Plaza ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Dallas, Texas 75201-3411 Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ TCEH Finance, Inc. Energy Plaza ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Dallas, Texas 75201-3411 Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ The Bank of New York Mellon Trust Company, N.A. Corporate Trust Division ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ – ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: TCEH Trustee Re: 15% Senior Secured Second Lien Notes due 2021 Reference is hereby made to the Indenture, dated as of October 6, 2010 (the “Indenture”), among Texas Competitive Electric Holdings Company LLC and TCEH Finance, Inc., the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________)__ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, or (ii) ☐ Regulation S Global Note (CUSIP in the principal amount of $___________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, orthe Owner hereby certifies that:

Appears in 1 contract

Sources: Indenture (Energy Future Intermediate Holding CO LLC)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuersbenefit. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP _), or (iii) ☐ IAI Global Note (CUSIP _________), ; or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (iii) ☐ IAI Global Note (CUSIP _________); or (iv) ☐ Unrestricted Global Note (CUSIP _________); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Par Pacific Holdings, Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇., Suite 875 Houston, Texas 77024 Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: General Counsel Wilmington Trust, N.A. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Re: 7.750% Senior Secured Notes due 2025 Reference is hereby made to the Indenture, dated as of December 21, 2017 (the “Indenture”), among Par Petroleum, LLC, a Delaware limited liability company (the “Company”), Par Petroleum Finance Corp., a Delaware corporation (together with the Company, the “Issuers”), Par Pacific Holdings, Inc., a Delaware corporation (the “Parent”), the Guarantors party thereto, Wilmington Trust, National Association, as trustee, and Wilmington Trust, National Association, as collateral trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Sources: Indenture (Par Pacific Holdings, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. ______________________________________ [Insert Name of Transferor] By: Name: Title: Dated: _________________________________ Name: Title: Dated: ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following: : [CHECK ONE OF (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or OR (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or]

Appears in 1 contract

Sources: Indenture (Emergency Medical Services CORP)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State Stale of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: ____________________, ___ 1. The Transferor owns and proposes to transfer the following: (a) [_] a beneficial interest in the: (i) [_] 144A Global Note (CUSIP __________), ; or (ii) [_] Regulation S Global Note (CUSIP __________), ; or (b) [_] a Restricted Definitive Note.; or 2. After the Transfer the Transferee will hold: (a) [_] a beneficial interest in the: (i) [_] 144A Global Note (CUSIP __________), ; or (ii) [_] Regulation S Global Note (CUSIP _______); or (iii) [_] IAI Global Note (CUSIP _______); or (iv) [_] Unrestricted Global Note (CUSIP _______); or (b) [_] a Restricted Definitive Note; or (c) [_] an Unrestricted Definitive Note, orin accordance with the terms of the Indenture. Mobile Services Group, Inc. Mobile Storage Group, Inc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer ▇▇▇▇▇ Fargo Bank, N.A. Corporate Trust Services MAC ▇▇▇▇▇-▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: MSG Account Manager Re: 9 3/4% Senior Notes due 2014 Reference is hereby made to the Indenture, dated as of August 1, 2006 (the “Indenture”), among Mobile Services Group, Inc. and Mobile Storage Group, Inc. (the “Issuers”), the guarantors named therein and ▇▇▇▇▇ Fargo Bank, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $______ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Sources: Indenture (Mobile Storage Group Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 144 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuersbenefit. [Insert Name of Transferor] Address: Taxpayer ID: Number: By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Temporary Global Note (CUSIP __________), or (iii) ☐ Regulation S Permanent Global Note (CUSIP ); or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in thethe [CHECK (i), (ii) OR (iii)]: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP ), or (iii) ☐ Unrestricted Global Note (CUSIP ); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Aris Water Holdings, LLC ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Houston, Texas 77024 Computershare Trust Company, N.A. Corporate Trust Services ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ St. ▇▇▇▇, Minnesota 55108 Attention: Corporate Trust Services – Aris Water Holdings, LLC Administrator Email: #▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Phone Number: ▇▇▇-▇▇▇-▇▇▇▇ Re: 7.250% Senior Notes due 2030 Reference is hereby made to the Indenture, dated as of March 25, 2025 (the “Indenture”), among Aris Water Holdings, LLC, a Delaware limited liability company (the “Company”), the Guarantors party thereto and Computershare Trust Company, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or 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. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note (a) ☐ Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), or(iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (b) ☐ Check if Exchange is from beneficial interest in a

Appears in 1 contract

Sources: Indenture (Aris Water Solutions, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________09203Y AA9), or (ii) ¨ Regulation S Global Note (CUSIP __________U0918C AA9), or (iii) ¨ IAI Global Note (CUSIP 09203Y AB7); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________09203Y AA9), or (ii) ¨ Regulation S Global Note (CUSIP __________U0918C AA9), or (iii) ¨ IAI Global Note (CUSIP 09203Y AB7); or (iv) ¨ Unrestricted Global Note (CUSIP 09203Y AC5); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Black Elk Energy Offshore Operations, LLC ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ [Registrar address block] Re: 13.75% Senior Secured Notes due 2015 (CUSIP ) Reference is hereby made to the Indenture, dated as of November 23, 2010 (the “Indenture”), among Black Elk Energy Offshore Operations, LLC, a Texas limited liability company (the “Company”), Black Elk Energy Finance Corp., a Texas corporation (the “Co-Issuer,” and together with the Company, the “Issuers”), the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Sources: Indenture (Black Elk Energy Finance Corp.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), ; or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Tesoro Logistics ▇▇ ▇▇▇▇▇▇ Logistics Finance Corp. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ U.S. Bank National Association ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Suite 550 Detroit, Michigan 48226 Re: 5.875% Senior Notes due 2020 (CUSIP 88160Q AB92) Reference is hereby made to the Indenture, dated as of September 14, 2012 (the “Indenture”), oramong Tesoro Logistics LP, a Delaware limited partnership (“TLLP”), and Tesoro Logistics Finance Corp., a Delaware corporation (“Finance Corp.” and, together with TLLP, the “Issuers”), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[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:

Appears in 1 contract

Sources: Indenture (Tesoro Logistics Lp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes Security or Restricted Definitive Notes Security and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note Security (CUSIP ____________), or (ii) ☐ Regulation S Global Note Security (CUSIP ____________), ; or (b) ☐ a Restricted Definitive NoteSecurity. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note Security (CUSIP __________), or (ii) ☐ Regulation S Global Note Security (CUSIP CUSIP__________), or (iii) ☐ Unrestricted Global Security (CUSIP__________); or (b) ☐ a Restricted Definitive Security; or (c) ☐ an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Transocean Proteus Limited c/o Transocean Inc. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇: President ▇▇▇▇▇ Fargo Bank, National Association ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Suite 1750 MAC T9263-170 ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Corporate, Municipal & Escrow Services Re: 6.25% Senior Secured Notes due 2024 Reference is hereby made to the Indenture, dated as December 8, 2016 (the “Indenture”), among Transocean Proteus Limited, as issuer (the “Company”), the Other Note Parties party thereto and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee and as Collateral Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _____________________, (the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $_________ in such Security[ies] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Sources: Indenture (Transocean Ltd.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP _________), or (ii) ¨ Regulation S Global Note (CUSIP _________), or (iii) ¨ IAI Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP _________), or (ii) ¨ Regulation S Global Note (CUSIP _________), or (iii) ¨ IAI Global Note (CUSIP _________); or (iv) ¨ Unrestricted Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. FirstCash, Inc. 1▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Fort Worth, Texas 76102 BOKF, NA 7▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Fort Worth, TX 76102 Re: 6.875% Senior Notes due 2032 Reference is hereby made to the Indenture, dated as of February 21, 2024 (the “Indenture”), among FirstCash, Inc., as issuer (the “Company”), the Guarantors party thereto and BOKF, NA, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _______________________ 1. The Transferor ___, (the “Owner”) owns and proposes to transfer exchange the following: (a) ☐ a beneficial Note[s] or interest in the: (i) ☐ 144A Global Note (CUSIP such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, or (ii) ☐ Regulation S Global Note (CUSIP __________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will holdOwner hereby certifies that: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Sources: Indenture (FirstCash Holdings, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (ia) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (iib) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Certificated Note will shall not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Certificated Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: ------------------------------- Name: Title: Dated: :_____________,___________ ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), ; or (ii) Regulation S Global Note (CUSIP __________), ; or (b) a Restricted Definitive Certificated Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Sources: Indenture (Rayovac Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Restricted Security Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Restricted Security Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersTrustee and the Guarantors. ___________________________________________________________ [Insert Name of Transferor] By: _______________________________________________________ Name: Title: Dated: _______________________ _ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Sources: Indenture (Boyd Gaming Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _________________________________ [Insert Name of Transferor] By:_______________________________ Name: Title: Dated: __________, ____ ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Sources: Indenture (Franks Nursery & Crafts Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________CUSIP: 71376L AD2; ISIN: US71376LAD29), or (ii) ☐ Regulation S Global Note (CUSIP __________U71355 AD0; ISIN: USU71355AD00), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________CUSIP: 71376L AD2; ISIN: US71376LAD29), or (ii) ☐ Regulation S Global Note (CUSIP U71355 AD0; ISIN: USU71355AD00), or (iii) ☐ Unrestricted Global Note (CUSIP: [____________]), or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Performance Food Group, Inc. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: A. ▇▇▇▇▇ ▇▇▇▇, Senior Vice President, General Counsel and Secretary With a copy to: Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Fascimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ U.S. Bank National Association ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ EP-MN-WS3C St. ▇▇▇▇, MN 55107 Attn: Performance Food Group Administrator Re: 6.875% Senior Notes due 2025 Reference is hereby made to the Indenture, dated as of April 24, 2020 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among Performance Food Group, Inc., a Colorado corporation (the “Issuer”), the Guarantors party thereto and U.S. Bank National Association, as Trustee, Transfer Agent, Registrar and Paying Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _________ (the “Owner”) owns and proposes to exchange Note[s] or an interest in such Note[s], in the principal amount of $__________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (a) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (b) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Appears in 1 contract

Sources: Indenture (Performance Food Group Co)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ AI Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP _________), or (iii) ¨ AI Global Note (CUSIP _________), or (iv) ¨ Unrestricted Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. CURO Group Holdings Corp. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 8th Floor Chicago, Il, 60654 Attention: Chief Legal Officer U.S. Bank Trust Company, National Association, as Trustee and Registrar [ ] Attention: [ ] Telephone No.: [ ]

Appears in 1 contract

Sources: Indenture (CURO Group Holdings Corp.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ Signature Guarantee*: _________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 1. The Transferor owns and proposes to transfer the following: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP __________), or (iii) IAI Global Note (CUSIP _________); or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP __________), or (iii) IAI Global Note (CUSIP _________); or (iv) Unrestricted Global Note (CUSIP _________); or (b) a Restricted Definitive Note; or (c) an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Coeur d’▇▇▇▇▇ ▇▇▇▇▇ Corporation ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇’▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: General Counsel The Bank of New York Mellon [●] Re: 7.875% Senior Notes Due 2021 Reference is hereby made to the Indenture, dated as of January 29, 2013 (the “Indenture”), among Coeur d’▇▇▇▇▇ ▇▇▇▇▇ Corporation, an Idaho corporation, as issuer (the “Company”), the Guarantors party thereto and The Bank of New York Mellon, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Sources: Indenture (Coeur D Alene Mines Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. __________________________________ [Insert Name of Transferor] By: _____________________________ Name: Title: Dated: _______________________ __ ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇), or (ii) ☐ Regulation S Global Note (CUSIP __________U3027P AA2), or (iii) ☐ IAI Global Note (▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇); or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Sources: Indenture (Ezcorp Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the:. (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (iii) ☐ Unrestricted Global Note (CUSIP ); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. ▇▇▇▇▇ Healthcare Corporation ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Suite 1400 Dallas, TX 75202 Attention: Investor Relations The Bank of New York Mellon Trust Company, N.A. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Corporate Unit Re: 4.625% Senior Secured First Lien Notes Due 2028 Reference is hereby made to the Indenture, dated as of November 6, 2001, between ▇▇▇▇▇ Healthcare Corporation, as issuer (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as successor trustee to The Bank of New York, as supplemented by the Thirty-Fifth Supplemental Indenture, dated as of June 16, 2020, among the Company, the Guarantors party thereto and the Trustee (as so supplemented, the “Indenture”). 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:

Appears in 1 contract

Sources: Supplemental Indenture (Tenet Healthcare Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture.

Appears in 1 contract

Sources: Indenture (Tercentenary Holdings, Corp.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. General Motors Financial Company, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Fargo Bank, National Association ▇▇▇ ▇. ▇▇. ▇▇▇▇ ▇▇▇▇▇, Suite 1750 MAC T9263-170 ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Corporate Trust, Municipal and Escrow Services Re: [2.75% Senior Notes due 2016]13 [3.25% Senior Notes due 2018]14 [4.25% Senior Notes due 2023]15 (CUSIP ) Reference is hereby made to the Indenture, dated as of May 14, 2013 (the “Indenture”), among General Motors Financial Company, Inc., as issuer (the “Company”), the Guarantor named on the signature pages thereto and ▇▇▇▇▇ Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[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:

Appears in 1 contract

Sources: Indenture (General Motors Financial Company, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name name of Transferor] Dated By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the:. (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP ), or (iii) ¨ Unrestricted Global Note (CUSIP ), or (b) ¨ a Restricted Definitive Note, or (c) ¨ an Unrestricted Definitive Note in accordance with the terms of the Indenture. Gannett Co., Inc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Drive ▇▇▇▇▇▇, Virginia 22107 Attention: Secretary U.S. Bank Corporate Trust Services Group Attn: Transfers ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55107 ] U.S. Bank Corporate Trust Services Group Attn: Specialized Finance ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ St ▇▇▇▇, MN 55164-0111] Re: _____% Senior Notes Due ______ (the “Notes”) Reference is hereby made to the Indenture, dated as of March 1, 1983 between Gannett Co., Inc. (the “Company”) and Citibank, N.A. (the “Base Indenture”), oras amended and supplemented by a First Supplemental Indenture, dated as of November 5, 1986 (the “First Supplemental Indenture”), among the Company, Citibank and Sovran Bank, N.A. (now known as Bank of America, N.A.), a Second Supplemental Indenture dated as of July 1, 1995 (the “Second Supplemental Indenture”), among the Company, NationsBank, N.A. (now known as Bank of America, N.A.) and Crestar Bank (now known as SunTrust Bank), a Third Supplemental Indenture, dated as of March 14, 2002 (the “Third Supplemental Indenture”), between the Company and ▇▇▇▇▇ Fargo Bank Minnesota, National Association (now known as ▇▇▇▇▇ Fargo Bank, National Association), a Fourth Supplemental Indenture, dated as of June 16, 2005 (the “Fourth Supplemental Indenture”), between the Company and ▇▇▇▇▇ Fargo Bank, National Association, a Fifth Supplemental Indenture, dated as of May 26, 2006 (the “Fifth Supplemental Indenture”), between the Company and ▇▇▇▇▇ Fargo Bank, National Association, a Sixth Supplemental Indenture, dated as of June 29, 2007 (the “Sixth Supplemental Indenture”), between the Company and ▇▇▇▇▇ Fargo Bank, National Association, a Seventh Supplemental Indenture, dated as of May 7, 2009 (the “Seventh Supplemental Indenture”), between the Company and ▇▇▇▇▇ Fargo Bank, National Association, an Eighth Supplemental Indenture, dated as of October 2, 2009 (the “Eighth Supplemental Indenture”), between the Company and ▇▇▇▇▇ Fargo Bank, National Association, a Ninth Supplemental Indenture, dated as of September 27, 2010 (the “Ninth Supplemental Indenture”), between the Company and ▇▇▇▇▇ Fargo Bank, National Association, a Tenth Supplemental Indenture, dated as of July 29, 2013 (the “Tenth Supplemental Indenture”), between the Company and U.S. Bank National Association (the “Trustee”) and an Eleventh Supplemental Indenture, dated as of October 3, 2013 (the “Eleventh Supplemental Indenture”), between the Company and the Trustee (the term “Indenture” as used hereinafter refers to the Base Indenture as amended and supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture, the Eighth Supplemental Indenture, the Ninth Supplemental Indenture, the Tenth Supplemental Indenture and the Eleventh Supplemental Indenture). 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:

Appears in 1 contract

Sources: Supplemental Indenture (Gannett Co Inc /De/)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. CST BRANDS, INC. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ [Registrar address block] Re: 5.0% Senior Notes due 2023 (CUSIP [—]) Reference is hereby made to the Indenture, dated as of May 1, 2013 (the “Indenture”), among CST Brands, Inc., as issuer (the “Company”), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[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:

Appears in 1 contract

Sources: Indenture (CST Brands, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: : [CHECK ONE OF (a) OR (b)] a beneficial interest in the: (i) 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP __________), or (biii) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A IAI Global Note (CUSIP __________), ; or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Sources: Indenture (Hercules Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. ▇▇▇▇▇ Energy Partners, L.P. Holly Energy Finance Corp. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Suite 1300 Dallas, Texas 75201 U.S. Bank National Association ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 1150 Houston, TX 77056 Re: 6.50% Senior Notes due 2020 (CUSIP 435765 AE21) Reference is hereby made to the Indenture, dated as of March 12, 2012 (the “Indenture”), among ▇▇▇▇▇ Energy Partners, L.P., a Delaware limited partnership (“▇▇▇▇▇ Energy Partners”), and ▇▇▇▇▇ Energy Finance Corp., a Delaware corporation (“Finance Corp.” and, together with ▇▇▇▇▇ Energy Partners, the “Issuers”), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[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:

Appears in 1 contract

Sources: Indenture (Holly Energy Partners Lp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________[CUSIP: 68622F AA9] [ISIN: US68622FAA93]), or (ii) ¨ Regulation S Global Note (CUSIP __________[CUSIP: U6836G AA6] [ISIN: USU6836GAA68), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP [CUSIP: 68622F AA9] [ISIN: US68622FAA93]), or (ii) ¨ Regulation S Global Note ([CUSIP: U6836G AA6] [ISIN: USU6836GAA68), or (iii) ¨ Unrestricted Global Note ([ ]); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Organon & Co. / Organon Foreign Debt Co-Issuer B.V. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, 33rd Floor Jersey City, New Jersey 07302 Attention: Treasurer U.S. Bank Corporate Trust Services ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇ 2nd Floor, ATTN: Transfers St. ▇▇▇▇, MN 55107 Re: 6.750% Senior Secured Notes due 2034 Reference is hereby made to the Indenture, dated as of May 17, 2024 (the “Indenture”), among Organon & Co., as Issuer, Organon Foreign Debt Co-Issuer B.V., as Co-Issuer, the Trustee, the Collateral Agent, the Paying Agent, the Transfer Agent and the 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, or (ii) ☐ Regulation S Global Note (CUSIP in the principal amount of $____________in such Note[s] or interests (the “Exchange”). In connection with the Exchange, orthe Owner hereby certifies that:

Appears in 1 contract

Sources: Indenture (Organon & Co.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following: [CHECK ONE OF (a) OR (b)] (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP ), or (ii) ☐ Regulation S Global Note (CUSIP ); or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: [CHECK ONE] (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP ), or (ii) ☐ Regulation S Global Note (CUSIP ), or (iii) ☐ Unrestricted Global Note (CUSIP ); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. FORM OF CERTIFICATE OF EXCHANGE TerraForm Power Operating, LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Investor Relations U.S. Bank National Association ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ St. ▇▇▇▇, MN Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Re: 4.75% Senior Notes due 2030 (CUSIP [ ]) Reference is hereby made to the Indenture, dated as of October 16, 2019 (the “Indenture”), among TerraForm Power Operating, LLC, as issuer (the “Issuer”), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _______________________ 1. The Transferor , (the “Owner”) owns and proposes to transfer exchange the following: (a) ☐ a beneficial Note[s] or interest in the: (i) ☐ 144A Global Note (CUSIP such Note[s] specified herein, in the principal amount of $___________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, or (ii) ☐ Regulation S Global Note (CUSIP __________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will holdOwner hereby certifies that: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Sources: Indenture (TerraForm Power, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and any applicable foreign securities laws and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersOperating Partnership. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________74759B AF0), or (ii) ¨ Regulation S Global Note (CUSIP __________U5730P AC1), or (iii) ¨ IAI Global Note (CUSIP 74759B AG8), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP 74759B AF0), or (ii) ¨ Regulation S Global Note (CUSIP U5730P AC1), or (iii) ¨ IAI Global Note (CUSIP 74759B AG8); or (iv) ¨ Unrestricted Global Note (CUSIP _____); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. QualityTech, LP 1▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Overland Park, Kansas 66213 DB Services Americas, Inc. 5▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ Attention: Transfer Dept. Email: d▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇ With copy: Deutsche Bank Trust Company Americas 6▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇: N▇▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: Corporates Team Deal Manager – QTS Deal ID SF2356 Fax: 7▇▇-▇▇▇-▇▇▇▇ Re: 3.875% Senior Notes due 2028 Reference is hereby made to the Indenture, dated as of October 7, 2020 (the “Indenture”), among QualityTech, LP (the “Operating Partnership”), QTS Finance Corporation (the “Co-Issuer” and together with the Operating Partnership, the “Issuers”), QTS Realty Trust, Inc. (the “REIT”), the Subsidiary Guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________), or (iithe “Owner”) ☐ Regulation S Global Note (CUSIP 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, orthe Owner hereby certifies that:

Appears in 1 contract

Sources: Indenture (QualityTech, LP)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________70510L AA7), or (ii) ☐ Regulation S Global Note (CUSIP __________U7050M AA0), or (iii) ☐ IAI Global Note (CUSIP 70510L AB5), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer Transfer, the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________70510L AA7), or (ii) ☐ Regulation S Global Note (CUSIP U7050M AA0), or (iii) ☐ IAI Global Note (CUSIP 70510L AB5), or (iv) ☐ Unrestricted Global Note (CUSIP __________),or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, orin accordance with the terms of the Indenture. Pebblebrook Hotel Trust ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ UMB Bank, National Association ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 870 Houston, Texas 77056 Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Corporate Trust Department Re: 6.375% Senior Notes due 2029 Reference is hereby made to the Indenture, dated as of October 3, 2024 (the “Indenture”), among Pebblebrook Hotel, L.P., a Delaware limited partnership (the “Operating Partnership”), PEB Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Operating Partnership, the “Issuers”), Pebblebrook Hotel Trust, the Subsidiary Guarantors party thereto and UMB Bank, National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________, (the “Owner”) owns and proposes to exchange the Note[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:

Appears in 1 contract

Sources: Indenture (Pebblebrook Hotel Trust)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (biii) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A ¨ IAI Global Note (CUSIP __________), ; or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Sources: Indenture (Calpine Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) a beneficial interest in the:. (i) 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP __________), or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP __________), or (iii) Unrestricted Global Note (CUSIP _________); or (b) a Restricted Definitive Note; or (c) an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Spirit Realty, L.P. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 300 Dallas, Texas 75201 Attention: Investor Relations U.S. Bank National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Services Re: 4.450% Senior Notes Due 2026 Reference is hereby made to the Indenture, dated as of August 18, 2016, between Spirit Realty, L.P., as issuer (the “Company”) and U.S. Bank National Association, as trustee, as supplemented by the First Supplemental Indenture, dated as of August 18, 2016, among the Company, the Guarantor party thereto and the Trustee (as so supplemented, the “Indenture”). 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:

Appears in 1 contract

Sources: First Supplemental Indenture (Spirit Realty Capital, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Apogent Technologies Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The Bank of New York ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 8 West New York, New York 10286 Re: 6½% Senior Subordinated Notes due 2013 (CUSIP ) Reference is hereby made to the Indenture, dated as of June 2, 2003 (the “Indenture”), among Apogent Technologies Inc., as issuer (the “Company”), the Guarantors named on the signature pages thereto and The Bank of New York, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Sources: Indenture (Neomarkers Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest Book-Entry Interests or Definitive Note Notes will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes bearing the Private Placement Legend and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: -------------------------------- Name: Title: Dated: _______________________, ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ☐ a beneficial interest Book-Entry Interests in the: (i) 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP __________), or (biii) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A IAI Global Note (CUSIP __________), ; or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Sources: Indenture (L 3 Communications Holdings Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. _____________________________________________ [Insert Name of Transferor] By: By __________________________________________ Name: Title: Dated: ______________________________________ ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) a beneficial interest in the: (i) Rule 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP __________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Sources: Indenture (CCH Ii Capital Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (iiü) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (iii) ☐ IAI Global Note (CUSIP ), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (iii) ☐ IAI Global Note (CUSIP ), or (iv) ☐ Unrestricted Global Note (CUSIP ); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. American Airlines, Inc. ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Wilmington Trust, National Association ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Re: 11.75% Senior Secured Notes due 2025 Reference is hereby made to the Indenture, dated as of June 30, 2020 (the “Indenture”), among American Airlines, Inc., as issuer (the “Company”), the Guarantors party thereto and Wilmington Trust, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[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:

Appears in 1 contract

Sources: Indenture (American Airlines, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. ---------------------------------------- [Insert Name of Transferor] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: ------------------------------ ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following: [CHECK ONE OF (A) OR (B)] (A) a beneficial interest in the: (i) 144A Global Note (CUSIP __________); or (ii) Regulation S Global Note (CUSIP __________); or (iii) IAI Global Note (CUSIP __________); or (B) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: [CHECK ONE] (A) a beneficial interest in the: (i) 144A Global Note (CUSIP __________); or (ii) Regulation S Global Note (CUSIP __________); or (iii) IAI Global Note (CUSIP __________); or (iv) Unrestricted Global Note (CUSIP __________); or (B) a Restricted Definitive Note; or (C) an Unrestricted Definitive Note, in accordance with the terms of the Indenture. EXHIBIT C FORM OF CERTIFICATE OF EXCHANGE InSight Health Services Corp. 26250 Enterprise Court Suite 100 Lake Forest, CA 92630 Facsimile: 949-▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇▇l Associatio▇ ▇▇▇▇▇▇▇▇▇ Trust Services 100 Wall Street - Suite 1600 New York, NY 10005 Attention: Cheryl Clar▇▇ ▇▇: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ Notes due 20▇▇ Reference is hereby made to the Indenture, dated as of September 22, 2005 (the "Indenture"), among InSight Health Services Corp., a Delaware corporation (the "Company"), InSight Health Services Holdings Corp., a Delaware corporation (the "Parent"), the Subsidiary Guarantors, and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _______________________ 1. The Transferor ___ (the "Owner") owns and proposes to transfer exchange the following: (a) ☐ a beneficial Note[s] or interest in the: (i) ☐ 144A Global Note (CUSIP such Note[s] specified herein, in the principal amount at maturity of $____________ in such Note[s] or interests (the "Exchange"). In connection with the Exchange, orthe Owner hereby certifies that: 1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note (1) Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount at maturity, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the "Securities Act"), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (2) Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (3) Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (4) Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner's Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes (a) Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount at maturity, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner's own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. (b) Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner's Restricted Definitive Note for a beneficial interest in the [CHECK ONE] [ ] 144A Global Note, [ ] Regulation S Global Note, [ ] IAI Global Note with an equal principal amount at maturity, the Owner hereby certifies (CUSIP i) the beneficial interest is being acquired for the Owner's own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. ---------------------------------------- [Insert Name of Transferor] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: ----------------------------- EXHIBIT D FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR [________] Re: Senior Secured Floating Rate Notes due 2011 Reference is hereby made to the Indenture, dated as of September 22, 2005 (the "Indenture"), among InSight Health Services Corp., a Delaware corporation (the "Company") InSight Health Services Holdings Corp., a Delaware corporation (the "Parent"), the Subsidiary Guarantors, and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $__________)__ aggregate principal amount at maturity of: (a) [ ] beneficial interest in a Global Note, or (b) [ ] a Restricted Definitive Note, we confirm that: 1. We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the United States Securities Act of 1933, as amended (the "Securities Act"). 2. After We understand that the Transfer offer and sale of the Transferee Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will hold:do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a "qualified institutional buyer" (as defined therein), (C) to an institutional "accredited investor" (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein. 3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect. 4. We are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment. 5. We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which we exercise sole investment discretion. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. ---------------------------------------- [Insert Name of Accredited Investor] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: ------------------------------ EXHIBIT E FORM OF NOTATION OF GUARANTEE For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed on a senior secured basis, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of September 22, 2005 (the "Indenture") among InSight Health Services Corp. (the "Company"), InSight Health Services Holdings Corp., the Subsidiary Guarantors (as defined in the Indenture), and U.S. Bank National Association, as trustee (the "Trustee"), (a) ☐ a beneficial the due and punctual payment of the principal of, premium, if any, and interest on the Notes (as defined in the: the Indenture), whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal and premium, and, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture 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 will 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 or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are (i) ☐ 144A Global Note expressly set forth in Article Eleven of the Indenture and (CUSIP ii) are secured to the extent set forth in Article Ten of the Indenture, and reference is hereby made to the Indenture for the precise terms of the Guarantee. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. [Name of Guarantor] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- E-1 EXHIBIT F FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS Supplemental Indenture (this "Supplemental Indenture"), dated as of __________)___, or (ii) ☐ Regulation S Global Note (CUSIP among __________________ (the "Guaranteeing Subsidiary"), ora subsidiary of InSight Health Services Corp. (or its permitted successor), a Delaware corporation (the "Company"), InSight Health Services Holdings Corp., the Subsidiary Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the "Trustee").

Appears in 1 contract

Sources: Indenture (IMI of Arlington, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ☐ a q beneficial interest in the: (i) q 144A Global Note (CUSIP __________), or (ii) q Regulation S Global Note (CUSIP _____), or (iii) q IAI Global Note (CUSIP _____), ; or (b) q a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) q a beneficial interest in the: (i) q 144A Global Note (CUSIP __________), or (ii) q Regulation S Global Note (CUSIP _____), or (iii) q IAI Global Note (CUSIP _____); or (iv) q Unrestricted Global Note (CUSIP _____); or (b) q a Restricted Definitive Note; or (c) q an Unrestricted Definitive Note, orin accordance with the terms of the Indenture. American Woodmark Corporation ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Fargo Bank, National Association as Trustee and Registrar - DAPS Reorg ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ Floor MAC ▇▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Phone: ▇-▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇-▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Re: 4.875% Senior Notes due 2026 Reference is hereby made to the Indenture, dated as of February 12, 2018 (the “Indenture”), among American Woodmark Corporation, as issuer (the “Company”), the Guarantors from time to time party thereto and ▇▇▇▇▇ Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _______ (the “Owner”) owns and proposes to exchange the Note[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:

Appears in 1 contract

Sources: Indenture (American Woodmark Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersPartnership. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Energy Transfer Partners, L.P. ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank National Association ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, Suite 1050 Houston, Texas 77057 Re: Floating Rate Junior Subordinated Notes due 2066 Reference is hereby made to the Indenture, dated as of June 24, 2013 (the “Base Indenture”), between Energy Transfer Partners, L.P., as issuer (the “Partnership”) and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the first supplemental indenture, dated as of June 24, 2013 (together with the Base Indenture, the “Indenture”), between the Partnership and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Sources: First Supplemental Indenture (Energy Transfer Partners, L.P.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP _________), or (ii) ¨ Regulation S Global Note (CUSIP _________), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP _________), or (ii) ¨ Regulation S Global Note (CUSIP _________), or (iii) ¨ Unrestricted Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Enviva Partners, LP 7▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ [Registrar address block] Re: Dated: 6.500% Senior Notes due 2026 Reference is hereby made to the Indenture, dated as of December 9, 2019 (the “Indenture”), among Enviva Partners, LP, as issuer (the “Company”) and Enviva Partners Finance Corp. (“Finance Corp.” and, together with the Company, the “Issuers”), the Guarantors party thereto and Wilmington Trust, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _______________________ 1. The Transferor ___, (the “Owner”) owns and proposes to transfer exchange the following: (a) ☐ a beneficial Note[s] or interest in the: (i) ☐ 144A Global Note (CUSIP such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, or (ii) ☐ Regulation S Global Note (CUSIP __________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will holdOwner hereby certifies that: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Sources: Indenture (Enviva Partners, LP)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP _________), or (ii) ¨ Regulation S Global Note (CUSIP _________), or (iii) ¨ IAI Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: [CHECK ONE] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP _________), or (ii) ¨ Regulation S Global Note (CUSIP _________), or (iii) ¨ IAI Global Note (CUSIP _________); or (iv) ¨ Unrestricted Global Note (CUSIP _________); or (b) ¨ Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Calpine Corporation ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Houston, Texas 77002 Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Wilmington Trust Company ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Wilmington, Delaware 19890-1615 Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Re: 8% Senior Secured Notes due 2019 Reference is hereby made to the Indenture, dated as of May 25, 2010 (as amended or supplemented from time to time, the “Indenture”), among Calpine Corporation, as issuer (the “Company”), the Guarantors party thereto and Wilmington Trust Company, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _______________________ 1. The Transferor ___, (the “Owner”) owns and proposes to transfer exchange the following: (a) ☐ a beneficial Note[s] or interest in the: (i) ☐ 144A Global Note (CUSIP such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, or (ii) ☐ Regulation S Global Note (CUSIP __________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will holdOwner hereby certifies that: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Sources: Indenture (Calpine Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (iii) ☐ Unrestricted Global Note (CUSIP _________); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Tronox Incorporated One Stamford Plaza ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇ Wilmington Trust, National Association ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Tronox Administrator Re: 6.500% Senior Notes due 2026 Reference is hereby made to the Indenture dated as of April 6, 2018 (the “Indenture”) among Tronox Incorporated, a Delaware corporation (the “Issuer”), each of the Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[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:

Appears in 1 contract

Sources: Indenture (Tronox LTD)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuersbenefit. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in thethe [CHECK (i), (ii) OR (iii)]: (i) ☐ 144A Global Note (CUSIP __________[●]), or, (ii) ☐ Regulation S Temporary Global Note (CUSIP __________[●]), or (iii) ☐ Regulation S Permanent Global Note (CUSIP [●]); or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in thethe [CHECK (i), (ii) OR (iii)]: (i) ☐ 144A Global Note (CUSIP __________[●]), or (ii) ☐ Regulation S Global Note (CUSIP __________[●]), or (iii) ☐ Unrestricted Global Note (CUSIP [●]) or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Parsley Energy, LLC Parsley Finance Corp. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ U.S. Bank National Association ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Re: 4.125% Senior Notes due 2028 Reference is hereby made to the Indenture, dated as of February 11, 2020 (the “Indenture”), among Parsley Energy, LLC, a Delaware limited liability company (the “Company”), Parsley Finance Corp., a Delaware corporation (“Finance Corp.” and together with the Company, the “Issuers”), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. [●], (the “Owner”) owns and proposes to exchange the Note[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:

Appears in 1 contract

Sources: Indenture (Parsley Energy, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP _________), or (ii) ¨ Regulation S Global Note (CUSIP _________), or (iii) ¨ IAI Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP _________), or (ii) ¨ Regulation S Global Note (CUSIP _________), or (iii) ¨ IAI Global Note (CUSIP _________); or (iv) ¨ Unrestricted Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. American Eagle Energy Corporation 2▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Facsimile No.: 3▇▇-▇▇▇-▇▇▇▇ Attention: M▇▇▇▇ ▇▇▇▇▇▇ U.S. Bank National Association 5▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, 11th Floor Houston, Texas 77056 Facsimile No.: 7▇▇-▇▇▇-▇▇▇▇ Attention: Corporate Trust Services Re: 11.0% Senior Secured Notes Due 2019 Reference is hereby made to the Indenture, dated as of August 27, 2014 (the “Indenture”), among American Eagle Energy Corporation, as issuer (the “Company”), the Guarantors party thereto, U.S. Bank National Association, as trustee, and U.S. Bank National Association, as collateral agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _______________________ 1. The Transferor ___, (the “Owner”) owns and proposes to transfer exchange the following: (a) ☐ a beneficial Note[s] or interest in the: (i) ☐ 144A Global Note (CUSIP such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, or (ii) ☐ Regulation S Global Note (CUSIP __________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will holdOwner hereby certifies that: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Sources: Indenture (AMERICAN EAGLE ENERGY Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. GASTAR EXPLORATION USA, INC. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Suite 650 Houston, Texas 77010 Attention: Chief Financial Officer ▇▇▇▇▇ Fargo Bank, National Association ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Suite 1750 MAC T9263-170 ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate, Municipal & Escrow Services Re: 8 5/8% Senior Secured Notes due 2018 Reference is hereby made to the Indenture, dated as of May 15, 2013 (the “Indenture”), among Gastar Exploration USA, Inc., as issuer (the “Company”), the Subsidiary Guarantors party thereto and ▇▇▇▇▇ Fargo Bank, National Association, as trustee and collateral agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Sources: Indenture (Gastar Exploration USA, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States of America and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. [Insert Name of TransferorINSERT NAME OF TRANSFEROR] By: By Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: : (i) ☐ 144A Global Note (CUSIP __________CUSIP/ISIN: ), or or (ii) ☐ Regulation S Global Note (CUSIP __________CUSIP/ISIN: ), or or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: : (i) ☐ 144A Global Note (CUSIP __________CUSIP/ISIN: ), or or (ii) ☐ Regulation S Global Note (CUSIP __________CUSIP/ISIN: ), oror (iii) ☐ Unrestricted Global Note (CUSIP/ISIN: ); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Fortress Transportation and Infrastructure Investors LLC ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ New York, New York 10105 Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇, Secretary U.S. Bank Trust Company, National Association as Trustee, Registrar and Transfer Agent ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ St. ▇▇▇▇, Minnesota 55107 Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Re: 7.875% Senior Notes due 2030 Reference is hereby made to the Indenture, dated as of November 21, 2023 (the “Indenture”), between Fortress Transportation and Infrastructure Investors LLC, the Guarantors party thereto and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or 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) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (a) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States of America. (b) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States of America.

Appears in 1 contract

Sources: Indenture (FTAI Aviation Ltd.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: /s/ Name: Title: DatedDate: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP _________); or (iv) ¨ Unrestricted Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Edgen M▇▇▇▇▇ Corporation 1▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon Trust Company, N.A. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Corporate Trust Administration Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Re: 8.75% Senior Secured Notes due 2020 Reference is hereby made to the Indenture, dated as of October 16, 2012 (the “Indenture”), among Edgen M▇▇▇▇▇ Corporation, as issuer (the “Company”), the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Sources: Indenture (EM Holdings LLC)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________[ ] [ ]), or (ii) ¨ Regulation S Global Note (CUSIP __________[ ] [ ]), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________[ ] [ ]), or (ii) ¨ Regulation S Global Note (CUSIP __________[ ] [ ]), or (iii) ¨ Unrestricted Global Note (CUSIP [ ] [ ]); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Texas Competitive Electric Holdings Company LLC Energy Plaza 1▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Dallas, Texas 75201-3411 Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ TCEH Finance, Inc. Energy Plaza 1▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Dallas, Texas 75201-3411 Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ The Bank of New York Mellon Trust Company, N.A. Corporate Trust Division 6▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ – 1▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: TCEH Trustee Re: [15% Senior Secured Second Lien Notes due 2021] [15% Senior Secured Second Lien Notes due 2021, Series B] Reference is hereby made to the Indenture, dated as of October 6, 2010, among Texas Competitive Electric Holdings Company LLC and TCEH Finance, Inc., the Guarantors named therein and the Trustee, as supplemented by the First Supplemental Indenture dated as of October 20, 2010, among the Issuer, the Guarantors named therein and the Trustee (collectively, the “Indenture”). 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:

Appears in 1 contract

Sources: First Supplemental Indenture (Energy Future Competitive Holdings CO)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Restricted Notes Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Restricted Notes Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (biii) ☐ a Restricted Definitive Note.Unrestricted Global Note (CUSIP ) 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (iii) ☐ Unrestricted Global Note (CUSIP ), or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. FS KKR Capital Corp. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Philadelphia, Pennsylvania 19112 Attention: Secretary U.S. Bank National Association, as Trustee ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Corporate Trust Services Re: 8.625% Senior Notes due 2025 Reference is hereby made to the Indenture, dated as of July 14, 2014, as supplemented by the Sixth Supplemental Indenture, dated April 30, 2020 (together, the “Indenture”), between FS KKR Capital Corp., as issuer (the “Company”), and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[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. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (a) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Restricted Notes Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (b) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Restricted Notes Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (c) ☐CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture, and the Restricted Notes Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. (d) ☐ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Restricted Notes Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES (a) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Restricted Notes Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. (b) ☐ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in a Restricted Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Restricted Notes Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

Appears in 1 contract

Sources: Supplemental Indenture (FS KKR Capital Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: B‑3 1. The Transferor owns and proposes to transfer the following: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP _________), or (ii) Regulation S Global Note (CUSIP _________); or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP _________), or (ii) Regulation S Global Note (CUSIP _________), or (iii) Unrestricted Global Note (CUSIP _________); or (b) a Restricted Definitive Note; or (c) an Unrestricted Definitive Note, in accordance with the terms of the Indenture. B‑4 Plantronics, Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank National Association One California Street, Suite 1000 Mail Code - SF-CA-SFCT ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Reference is hereby made to the Indenture, dated as of May 27, 2015 (the “Indenture”), among Plantronics, Inc., a corporation duly organized and existing under the laws of the State of Delaware, as issuer (the “Company”), the Guarantors from time to time a party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _______________________ 1. The Transferor ___, (the “Owner”) owns and proposes to transfer exchange the following: (a) ☐ a beneficial Note[s] or interest in the: (i) ☐ 144A Global Note such Note[s] specified herein, in the principal amount of $____________ (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __; ISIN __________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________) in such Note[s] or interests (the “Exchange”). In connection with the Exchange, or (ii) ☐ Regulation S Global Note (CUSIP __________), orthe Owner hereby certifies that:

Appears in 1 contract

Sources: Indenture (Plantronics Inc /Ca/)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersWynn Resorts Finance. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP _________), or (iii) ☐ IAI Global Note (CUSIP _________), ; or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (iii) ☐ IAI Global Note (CUSIP _________); or (iv) ☐ Unrestricted Global Note (CUSIP _________); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. ▇▇▇▇ Resorts Finance, LLC ▇▇▇▇ Resorts Capital Corp. ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: President U.S. Bank Trust Company, National Association EP-MN-WS3C ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ St. ▇▇▇▇, Minnesota 55107 Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Corporate Trust Department – Wynn Administrator Re: 7.125% Senior Notes due 2031 Reference is hereby made to the Indenture, dated as of February 16, 2023 (the “Indenture”), among ▇▇▇▇ Resorts Finance, LLC, a Nevada limited liability company (“▇▇▇▇ Resorts Finance”), ▇▇▇▇ Resorts Capital Corp., a Nevada corporation (“▇▇▇▇ Resorts Capital” and, together with ▇▇▇▇ Resorts Finance, the “Issuers”), the Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Sources: Indenture (Wynn Resorts LTD)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. ---------------------------------------- [Insert Name of Transferor] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: _______________________---------------------- ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following: : [CHECK ONE OF (aA) ☐ a beneficial interest in the: OR (i) ☐ 144A Global Note (CUSIP __________B), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or]

Appears in 1 contract

Sources: Indenture (Centennial Communications Corp /De)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (iii) ☐ IAI Global Note (CUSIP ); or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (iii) ☐ IAI Global Note (CUSIP ); or (iv) ☐ Unrestricted Global Note (CUSIP ); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. ▇▇▇▇▇▇▇ Industries, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank National Association as Trustee and Registrar ▇▇▇ ▇. ▇▇▇▇▇▇▇ Chicago, IL 60603 Fax: ▇▇▇-▇▇▇-▇▇▇▇ Re: 7.50% Senior Notes due 2027 Reference is hereby made to the Indenture, dated as of September 17, 2019 (the “Indenture”), among ▇▇▇▇▇▇▇ Industries, Inc., as issuer (the “Company”), the Guarantors from time to time party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[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:

Appears in 1 contract

Sources: Indenture (Patrick Industries Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and any applicable foreign securities laws and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersOperating Partnership. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP ); or (iv) ¨ Unrestricted Global Note (CUSIP ); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. QualityTech, LP ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Overland Park, Kansas 66213 DB Services Americas, Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ Attention: Transfer Dept. Email: ▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇ With copy: Deutsche Bank Trust Company Americas c/o Deutsche Bank National Trust Company 100 Plaza One – 6th floor MSJCY03-0699 ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Attn: Corporates Team Deal Manager – QTS Fax: ▇▇▇-▇▇▇-▇▇▇▇ Re: 5.875% Senior Notes due 2022 Reference is hereby made to the Indenture, dated as of July 23, 2014 (the “Indenture”), among QualityTech, LP (the “Operating Partnership”), QTS Finance Corporation (the “Co-Issuer” and together with the Operating Partnership, the “Issuers”), QTS Realty Trust, Inc. (the “REIT”), the Subsidiary Guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Sources: Indenture (QTS Realty Trust, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________[ ] [ ]), or (ii) Regulation S Global Note (CUSIP __________[ ] [ ]), or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP [ ] [ ]), or (ii) Regulation S Global Note (CUSIP [ ] [ ]), or (iii) Unrestricted Global Note (CUSIP [ ] [ ]); or (b) a Restricted Definitive Note; or (c) an Unrestricted Definitive Note, in accordance with the terms of the Indenture. FORM OF CERTIFICATE OF EXCHANGE Energy Future Holdings Corp. Energy Plaza ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Dallas, Texas 75201-3411 Attention: General Counsel Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Treasurer Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ The Bank of New York Mellon Trust Company, N.A. Corporate Trust Division ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ – ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: EFH Senior Secured Notes Trustee Re: 10.000% Senior Secured Notes due 2020 Reference is hereby made to the Indenture, dated as of January 12, 2010 (the “Indenture”), among Energy Future Holdings Corp., the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________)_ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, or (ii) ☐ Regulation S Global Note (CUSIP in the principal amount of $___________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, orthe Owner hereby certifies that:

Appears in 1 contract

Sources: Indenture (Energy Future Intermediate Holding CO LLC)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities Notes laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. NYDOCS01/1096107.6 A- This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. Dated: [Insert Name of Transferor] By: Name: Title: DatedPlease designate your DTC Participant's name and Participant Number and provide contact information below: Name of DTC Participant:___________________________________ DTC Participant Number: ____________ Client Reference No.:_______________________________________ Contact Information Name: __________________________________ Telephone No.: ___________________________ Fax No.: ________________________________ Email: __________________________________ NYDOCS01/1096107.6 A- 1. The Transferor owns and proposes to transfer the following: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), ; or (ii) Regulation S Global Note (CUSIP __________), ; or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), ; or (ii) Regulation S Global Note (CUSIP __________); or (iii) Unrestricted Global Note (CUSIP __________); or (b) a Restricted Definitive Note; or (c) an Unrestricted Definitive Note, orin accordance with the terms of the Indenture. NYDOCS01/1096107.6 A- HSBC Finance Corporation 2▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: [________] Telephone: (224) 544-[______] The Bank of New York Mellon Trust Company, N.A. 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: [______________] Facsimile: (312) [________] Re: HSBC Finance Corporation - [Insert Title of Notes] Reference is hereby made to the Indenture, dated as of December 17, 2008, as supplemented between HSBC Finance Corporation, a Delaware corporation (the “Company”) and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by a First Supplemental Indenture, dated as of December 3, 2010 (as supplemented, the “Indenture”). 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] [Notes] or interest in such [Note] [Notes] specified herein, in the principal amount of $____________ in such [Note] [Notes] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: (a) Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky Notes laws of any state of the United States. (b) Check if Exchange is from beneficial interest in a

Appears in 1 contract

Sources: First Supplemental Indenture (HSBC Finance Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold:: [CHECK ONE] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ IAI Global Note (CUSIP _________); or (iv) ¨ Unrestricted Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Icahn Enterprises L.P. Icahn Enterprises Finance Corp. 7▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 47th Floor New York, New York 10153 Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: K▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Deputy General Counsel Wilmington Trust, National Association R▇▇▇▇▇ Square North 1▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Wilmington, Delaware 19890-0001 Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Corporate Trust Administration Re: 6.000% Senior Notes due 2020 Reference is hereby made to the Indenture, dated as of August 1, 2013 (the “Indenture”), among Icahn Enterprises L.P., a Delaware limited partnership (“Icahn Enterprises”), Icahn Enterprises Finance Corp., a Delaware corporation (“Icahn Enterprises Finance”, together with Icahn Enterprises, the “Company”), the guarantor party thereto and Wilmington Trust, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________, (the “Owner”) owns and proposes to exchange the Note[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:

Appears in 1 contract

Sources: Indenture (Icahn Enterprises Holdings L.P.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Sources: Indenture (RLJ Lodging Trust)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. _______________________________________ [Insert Name of Transferor] By: :____________________________________ Name: Title: Dated: _______________________ _ 1. The Transferor owns and proposes to transfer the following: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP __________), or (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Sources: Indenture (Wynn Resorts LTD)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), ; or (b) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), or (ii) ¨ Regulation S Global Note (CUSIP __________), or (iii) ¨ Unrestricted Global Note (CUSIP _________); or (b) ¨ a Restricted Definitive Note; or (c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Sensata Technologies B.V. c/o Sensata Technologies, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Chief Administrative and Financial Officer The Bank of New York Mellon Corporate Trust Division ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 4th Floor East New York, NY 10286 Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Corporate Trust Division Reference is hereby made to the Indenture, dated as of May 12, 2011 (the “Indenture”), among Sensata Technologies B.V., a private company with limited liability incorporated under the laws of the Netherlands, as issuer (the “Company”), the Guarantors party thereto and The Bank of New York Mellon, a New York banking corporation, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ (CUSIP ; ISIN ) in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Sources: Indenture (Sensata Technologies B.V.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________[ ]), or (ii) ☐ Regulation S Global Note (CUSIP __________[ ]), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________[ ]), or (ii) ☐ Regulation S Global Note (CUSIP __________[ ]), or (iii) ☐ Unrestricted Global Note (CUSIP [ ]); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Clear Channel Outdoor Holdings, Inc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇, Chief Financial Officer U.S. Bank National Association ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Clear Channel Administrator Re: 7.500% Senior Notes due 2029 Reference is hereby made to the Indenture, dated as of June 1, 2021 (the “Indenture”), among the Issuer, the guarantors party thereto and the Trustee, under which the Notes have been issued. 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:

Appears in 1 contract

Sources: Indenture (Clear Channel Outdoor Holdings, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i1) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii2) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will shall not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (aA) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), ; or (ii) ¨ Regulation S Global Note (CUSIP __________), ; or (bB) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee will shall hold: (aA) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP __________), ; or (ii) ¨ Regulation S Global Note (CUSIP __________); or (iii) ¨ Unrestricted Global Note (CUSIP ); or (B) ¨ a Restricted Definitive Note; or (C) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. ▇▇▇▇▇ ▇▇▇▇▇ International, Inc. c/o U.S. Bank Trust National Association as Trustee ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Trust Division ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇ CUSIP: Re: 8 7/8% Senior Subordinated Notes due 2013 Reference is hereby made to the Indenture, dated as of September 22, 2003 (the “Indenture”), orbetween ▇▇▇▇▇ ▇▇▇▇▇ International, Inc., a Florida corporation (the “Company”), the Subsidiary Guarantors and U.S. Bank Trust National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount at maturity of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

Appears in 1 contract

Sources: Indenture (Salant Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. ___________________________________ [Insert Name of Transferor] By: :________________________________ Name: Title: Dated: ____________________________ ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following: : [CHECK ONE OF (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or OR (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or]

Appears in 1 contract

Sources: Indenture (Cco Holdings Capital Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (iii) ☐ IAI Global Note (CUSIP ); or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (iii) ☐ IAI Global Note (CUSIP ); or (iv) ☐ Unrestricted Global Note (CUSIP ); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Sunnova Energy Corporation ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer With a copy to: Sunnova Energy Corporation ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: General Counsel Wilmington Trust, National Association ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Sunnova Energy Notes Administrator Re: 5.875% Senior Notes due 2026 Reference is hereby made to the Indenture, dated as of August 17, 2021 (the “Indenture”), among Sunnova Energy Corporation, as issuer (the “Issuer”), the Guarantors party thereto and Wilmington Trust, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[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:

Appears in 1 contract

Sources: Indenture (Sunnova Energy International Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ _ 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) 144A Global Note (CUSIP __________), or (ii) Regulation S Global Note (CUSIP __________), or (biii) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A  IAI Global Note (CUSIP __________), ; or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Sources: Indenture (Trico Marine Services Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or

Appears in 1 contract

Sources: Indenture (Vici Properties Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP __________), or (iii) ☐ IAI Global Note (CUSIP ), or (b) ☐ a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a beneficial interest in the: (i) ☐ 144A Global Note (CUSIP __________), or (ii) ☐ Regulation S Global Note (CUSIP ), or (iii) ☐ IAI Global Note (CUSIP ), or (iv) ☐ Unrestricted Global Note (CUSIP ); or (b) ☐ a Restricted Definitive Note; or (c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. American Airlines Group Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Boulevard Mail Drop 5662 ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Wilmington Trust, National Association ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Re: 5.000% Senior Notes due 2022 Reference is hereby made to the Indenture, dated as of May 20, 2019 (the “Indenture”), among American Airlines Group Inc., as issuer (the “Company”), the Guarantors party thereto and Wilmington Trust, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. __________________________ (the “Owner”) owns and proposes to exchange the Note[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, orthe Owner hereby certifies that:

Appears in 1 contract

Sources: Indenture (American Airlines Inc)