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Contract analysis / form-of-global-note-144a.docx
form-of-global-note-144a.docx
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1. The Notes are being transferred to a person (the "Transferee") that the undersigned tr
1. The Notes are being transferred to a person (the "Transferee") that the undersigned transferor reasonably believes is a "qualified institutional buyer" within the meaning of Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act"), purchasing for its own account or for the account of a qualified institutional buyer, in a transaction meeting the requirements of Rule 144A.
2. The undersigned transferor has informed the Transferee that the transfer of such Notes
2. The undersigned transferor has informed the Transferee that the transfer of such Notes is being made in reliance on Rule 144A.
3. The undersigned transferor is not an "affiliate" (as defined in Rule 144 under the Sec
3. The undersigned transferor is not an "affiliate" (as defined in Rule 144 under the Securities Act) of either Co-Issuer (or, if the undersigned transferor is such an affiliate, such transferor will comply with the registration and other requirements of the Securities Act to the extent applicable).
4. This certificate and the statements contained herein are made for the benefit of the C
Standard
⚑ Commercial term
4. This certificate and the statements contained herein are made for the benefit of the Co-Issuers and the Trustee. Terms used in this certificate that are defined in the Indenture are used herein as defined therein. Date: [●] [Name of Transferor] By: ________ Name: [●] Title: [●] ANNEX D FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S Marlowe Asset Management Trust Company o
1. The offer of the Notes that is the subject of this transfer was not made to a person i
1. The offer of the Notes that is the subject of this transfer was not made to a person in the United States (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act")).
2. At the time the buy order was originated, the transferee was outside the United States
2. At the time the buy order was originated, the transferee was outside the United States, or the undersigned transferor and any person acting on its behalf reasonably believed that the transferee was outside the United States.
3. No directed selling efforts (as defined in Regulation S under the Securities Act) have
3. No directed selling efforts (as defined in Regulation S under the Securities Act) have been made by the undersigned transferor, any affiliate of the undersigned transferor, or any person acting on behalf of any of the foregoing in connection with the offer or sale of the Notes in contravention of the requirements of Regulation S under the Securities Act.
4. The transaction is not part of a plan or scheme to evade the registration requirements
4. The transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. 5. [If the transfer is being effected during the Distribution Compliance Period (as defined in Rule 902 of Regulation S under the Securities Act):] The undersigned transferor confirms that the transfer of such Notes is being made in compliance with the applicable provisions of Regulation S under the Securi
6. This certificate and the statements contained herein are made for the benefit of the C
Standard
⚑ Commercial term
6. This certificate and the statements contained herein are made for the benefit of the Co-Issuers and the Trustee. Terms used in this certificate that are defined in the Indenture are used herein as defined therein. Date: [●] [Name of Transferor] By: ________ Name: [●] Title: [●] [Remainder of page intentionally left blank] 12-Month Period Commencing | Redemption Price [Year 4] (e.g., October 15, 2027) | [●]% (e.g.,