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: Endo Finance LLC Endo ▇▇▇▇▇ Inc. c/o Endo Health Solutions Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 ▇▇▇-▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Re: 5.375% Senior Notes due 2023 Reference is hereby made to the Indenture, dated as of June 30, 2014 (the “Indenture”), among Endo Finance LLC and Endo ▇▇▇▇▇ Inc. (collectively, the “Issuers”), 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 (Endo International 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: Endo Finance LLC Endo Pharmaceuticals Holdings Inc. ▇▇ ▇▇▇▇ Inc. c/o Endo Health Solutions Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 ▇▇▇-▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Re: 5.3757 1/4% Senior Notes due 2023 2022 Reference is hereby made to the Indenture, dated as of June 308, 2014 2011 (the “Indenture”), among Endo Finance LLC and Endo ▇▇▇▇▇ Inc. Pharmaceuticals Holdings Inc., as issuer (collectively, the “IssuersCompany”), 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 (Endo Pharmaceuticals 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: Signature Guarantee*: * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee) Endo Designated Activity Company Endo Finance LLC Endo ▇▇▇▇▇ Inc. c/o Endo Health Solutions Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Malvern, Pennsylvania 19355 ▇▇▇▇▇▇▇▇ Fargo Bank, ▇▇▇▇▇▇▇▇▇National Association Bondholder Communications MAC N9300-070 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 ▇▇▇-▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇Minneapolis, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Minnesota 55479 Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Re: 5.3756.000% Senior Notes due 2023 2028 Reference is hereby made to the Indenture, dated as of June 3016, 2014 2020 (the “Indenture”), among Endo Designated Activity Company, a designated activity company incorporated under the laws of Ireland (“Endo DAC”), Endo Finance LLC LLC, a Delaware limited liability company (“Endo Finance”) and Endo ▇▇▇▇▇ Inc. Inc., a Delaware corporation (collectively“Endo ▇▇▇▇▇” and, together with Endo DAC and Endo Finance, the “Issuers”), 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 (Endo International 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 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 Issuers. [Insert Name of Transferor] By: Name: Title: Dated: Endo Finance LLC Endo ▇▇▇▇▇ Herc Holdings Inc. c/o Endo Health Solutions Inc. Attention: ▇▇▇▇ ▇▇▇▇▇▇▇ , Senior Vice President, Chief Legal Officer and Secretary ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Fargo Bank., National Association DAPS Reorg MAC N9303-121 ▇▇▇-. ▇▇▇ Bonita Springs, FL 34134 Truist Bank Corporate Trust & Escrow Services ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇Telephone No.▇ ATTN: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ HERC HOLDINGS INC. – Relationship Manager WILSON NC 27893 Re: 5.3756.625% Senior Notes due 2023 2029 (the “Notes”) Reference is hereby made to the Indenture, dated as of June 307, 2014 2024 (the “Indenture”), among Endo Finance LLC and Endo ▇▇▇▇▇ Inc. Herc Holdings Inc., a Delaware corporation (collectively, the “IssuersCompany”), the Guarantors guarantors party thereto and ▇▇▇▇▇ Fargo Truist Bank, National Association, as trusteeTrustee. 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 Securities or Beneficial Interests in a Restricted Global Security for Unrestricted Definitive Securities or Beneficial Interests in an Unrestricted Global Security (a) Check if Exchange is from beneficial interest in a Restricted Global Security to beneficial interest in an Unrestricted Global Security. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Security for a beneficial interest in an Unrestricted Global Security 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 Securities and pursuant to and in accordance with the 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 Security 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 (Herc 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 IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: Endo Finance LLC Endo ▇▇▇▇▇ Horizon Pharma, Inc. Horizon Pharma USA, Inc. c/o Endo Health Solutions Inc. Horizon Pharma Public Limited Company. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ U.S. Bank National Association Corporate Trust Services West Side Flats ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇St. ▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 MN ▇▇▇▇▇-▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Telephone No.Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile No.Attention: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇. ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Re: 5.3758.750% Senior Notes due 2023 2024 Reference is hereby made to the Indenture, dated as of June 30October 25, 2014 2016 (the “Indenture”), among Endo Finance LLC and Endo ▇▇▇▇▇ Horizon Pharma, Inc. (collectivelythe “Company), Horizon Pharma USA, Inc. (the “Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors party thereto and ▇▇▇▇▇ Fargo Bank, 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 (Horizon Pharma 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: Endo Finance LLC Endo Pharmaceuticals Holdings Inc. ▇▇ ▇▇▇▇ Inc. c/o Endo Health Solutions Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 ▇▇▇-▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Re: 5.3757.00% Senior Notes due 2023 2020 Reference is hereby made to the Indenture, dated as of June 30November 23, 2014 2010 (the “Indenture”), among Endo Finance LLC and Endo ▇▇▇▇▇ Inc. Pharmaceuticals Holdings Inc., as issuer (collectively, the “IssuersCompany”), 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 (Endo Pharmaceuticals 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: Endo Finance LLC Endo ▇▇▇▇▇ Inc. c/o Endo Health Solutions Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 ▇▇▇-▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Re: 5.3757.00% Senior Notes due 2023 2019 Reference is hereby made to the Indenture, dated as of June 30May 6, 2014 (the “Indenture”), among Endo Finance LLC and Endo ▇▇▇▇▇ Inc. (collectively, the “Issuers”), 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 (Endo International 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 Issuers. [Insert Name of Transferor] By: Name: Title: Dated: Endo Finance LLC Endo ▇▇▇▇▇ Inc. 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/o Endo Health Solutions ) ¨ an Unrestricted Definitive Note in accordance with the terms of the Indenture. TEGNA Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 ▇▇▇-▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Secretary [By Hand or Overnight U.S. Bank Corporate Trust Services Group Attn: Transfers ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55107 ] [By Certified or Registered Mail U.S. Bank Corporate Trust Services Group Attn: Specialized Finance ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: St ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ , MN 55164-0111] Re: 5.375_____% Senior Notes due 2023 Due ____ (the “Notes”) Reference is hereby made to the Indenture, dated as of June 30March 1, 2014 1983 (the “Base Indenture”), as amended and supplemented by a First Supplemental Indenture, dated as of November 5, 1986 (the “First Supplemental Indenture”), among Endo Finance LLC the Issuer, Citibank and Endo ▇▇▇▇▇ Inc. Sovran Bank, N.A. (collectivelynow known as Bank of America, N.A.) and a Second Supplemental Indenture dated as of June 1, 1995 (the “IssuersSecond Supplemental Indenture”), among the Guarantors party thereto Issuer, NationsBank, N.A. (now known as Bank of America, N.A.) and ▇▇▇▇▇ Fargo Crestar Bank (now known as SunTrust Bank) and a Thirteenth Supplemental Indenture, dated as of September [__], 2019 (the “Thirteenth Supplemental Indenture”), between the Issuer and the U.S. Bank National AssociationAssociation (the “Trustee”) (the term “Indenture” as used hereinafter refers to the Base Indenture as amended and supplemented by the First Supplemental Indenture, as trusteethe Second Supplemental Indenture and the Thirteenth 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 (Tegna 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: Endo Finance LLC Endo Claire’s Stores, Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Inc. c/o Endo Health Solutions Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Fax No.: (847) 765-674 Attention: Chief Financial Officer The Bank of New York Mellon Trust Company, N.A. ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 ▇▇▇-▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Telephone Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile No.Attention: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Re: 5.375% Senior Notes due 2023 Corporate Trust Administration Reference is hereby made to the Indenture, dated as of June 30March 15, 2014 2013 (the “Indenture”), among Endo Finance LLC and Endo ▇▇▇▇▇ Inc. (collectivelybetween Claire’s Stores, Inc., the “Issuers”), the Guarantors guarantors party thereto and ▇▇▇▇▇ Fargo BankThe Bank of New York Mellon Trust Company, National AssociationN.A., as trusteetrustee 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: (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 OF THE SAME SERIES (a) ¨ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OF THE SAME SERIES. 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 of the same series 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 OF THE SAME SERIES. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note of the same series, 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 OF THE SAME SERIES. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note of the same series, 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.

Appears in 1 contract

Sources: Senior Secured First Lien Notes Indenture (Claires Stores 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: Endo Finance LLC Endo ▇▇▇▇▇ Inc. c/o Endo Health Solutions Signature Guarantee*: * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee) Par Pharmaceutical, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg [Bondholder Communications MAC N9303N9300-121 ▇▇▇-070 ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇] Re: 5.3757.500% Senior Secured Notes due 2023 2027 Reference is hereby made to the Indenture, dated as of June 30March 28, 2014 2019 (the “Indenture”), among Endo Finance LLC and Endo ▇▇▇▇▇ Par Pharmaceutical, Inc. (collectively, the “IssuersIssuer”), 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 (Endo International 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 Issuers. [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) Endo Designated Activity Company Endo Finance LLC Endo ▇▇▇▇▇ Inc. c/o Endo Health Solutions Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Malvern, Pennsylvania 19355 ▇▇▇▇▇▇▇▇ Fargo Bank, ▇▇▇▇▇▇▇▇▇National Association Bondholder Communications MAC N9300-070 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 ▇▇▇-▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇Minneapolis, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Minnesota 55479 Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Re: 5.3759.500% Senior Secured Second Lien Notes due 2023 2027 Reference is hereby made to the Indenture, dated as of June 3016, 2014 2020 (the “Indenture”), among Endo Designated Activity Company, a designated activity company incorporated under the laws of Ireland (“Endo DAC”), Endo Finance LLC LLC, a Delaware limited liability company (“Endo Finance”), and Endo ▇▇▇▇▇ Inc. Inc., a Delaware corporation (collectively“Endo ▇▇▇▇▇” and, together with Endo DAC and Endo Finance, the “Issuers”), 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 (Endo International 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 Issuers. [Insert Name of Transferor] By: Name: Title: Dated: Endo Finance LLC Endo ▇▇▇▇▇ Inc. c/o Endo Health Solutions Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 ▇▇▇-▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Re: 5.3757.25% Senior Notes due 2023 2022 Reference is hereby made to the Indenture, dated as of June 30May 6, 2014 (the “Indenture”), among Endo Finance LLC and Endo ▇▇▇▇▇ Inc. (collectively, the “Issuers”), 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 (Endo International 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 Issuers. [Insert Name of Transferor] By: Name: Title: Dated: Endo Finance LLC Endo ▇▇▇▇▇ Inc. c/o Endo Health Solutions Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 ▇▇▇-▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Re: 5.3757.00% Senior Notes due 2023 2020 Reference is hereby made to the Indenture, dated as of June 30May 6, 2014 (the “Indenture”), among Endo Finance LLC and Endo ▇▇▇▇▇ Inc. (collectively, the “Issuers”), 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 (Endo International 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 Issuers. [Insert Name of Transferor] By: Name: Title: Dated: Endo Limited Endo Finance LLC Endo ▇▇▇▇▇ Inc. c/o Endo Health Solutions Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 ▇▇▇-▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Re: 5.3756.00% Senior Notes due 2023 2025 Reference is hereby made to the Indenture, dated as of June 30January 27, 2014 (the “Indenture”), among Endo Limited, Endo Finance LLC and Endo ▇▇▇▇▇ Inc. (collectively, the “Issuers”), 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 (Endo International PLC)