Common use of CHECKED Clause in Contracts

CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. [Name of Transferee] Dated: NOTICE: To be executed by an executive officer The following exchanges of a part of this Global Note for other 13.75% Senior Secured Notes have been made: Each Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under that certain Indenture, dated as of June 30, 2017, by and among ▇▇▇▇ ▇▇▇▇▇▇ Holdings Corp. (the “Issuer”) and the Trustee (as amended and supplemented from time to time, the “Indenture”) and any additional Guarantors) has guaranteed the Notes and the obligations of the Issuer under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the Notes of the Issuer, whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes, and the due and punctual performance of all other obligations of the Issuer to the Holders or the Trustee all in accordance with the terms set forth in Article IV of the Indenture, (ii) in case of any extension of time of payment or renewal of any Notes or any 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, and (iii) the payment of any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Note Guarantee or the Indenture. The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article XI of the Indenture and reference is hereby made to such Indenture for the precise terms of this Note Guarantee. No stockholder, employee, officer, director, general or limited partner, member or incorporator, as such, past, present or future of each Guarantor shall have any liability under this Note Guarantee by reason of his or its status as such stockholder, employee, officer, director, general or limited partner, member or incorporator. This is a continuing Note Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Note Guarantee of payment and not of collectability. This Note Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatories. The Obligations of each Guarantor under its Note Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE XII OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. Dated as of [GUARANTORS] By: Name: Title: ▇▇▇▇ ▇▇▇▇▇▇ Holdings Corp. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇▇, General Counsel U.S. Bank National Association ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ St. ▇▇▇▇, MN 55107 Facsimile: (▇▇▇)▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Re:▇▇▇▇ ▇▇▇▇▇▇ Holdings Corp. (the “Issuer”) 13.75% Senior Secured Notes due 2023 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $________ aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States. You and the Issuer 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. Very truly yours, By: Signature guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) ▇▇▇▇ ▇▇▇▇▇▇ Holdings Corp. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇▇, General Counsel U.S. Bank National Association ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ St. ▇▇▇▇, MN 55107 Facsimile: (▇▇▇)▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Re:▇▇▇▇ ▇▇▇▇▇▇ Holdings Corp. (the “ Issuer”) 13.75% Senior Secured Notes due 2023 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $________ aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion discretion, in each case for investment and not with a view to distribution, and that it and any such account is a “qualified institutional buyer” "Qualified Institutional Buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), 1933 and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s 's foregoing representations in order to claim the exemption from registration provided by Rule 144A. [Name of Transferee] Dated: NOTICE: To be executed by an executive officer The following exchanges of a part of this Global Note for other 13.75% Senior Secured Notes have been madeCONVERSION NOTICE TO: Each Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under that certain IndentureCV THERAPEUTICS, dated as of June 30, 2017, by and among ▇▇▇▇ ▇▇▇▇▇▇ Holdings Corp. (the “Issuer”) and the Trustee (as amended and supplemented from time to time, the “Indenture”) and any additional Guarantors) has guaranteed the Notes and the obligations of the Issuer under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the Notes of the Issuer, whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes, and the due and punctual performance of all other obligations of the Issuer to the Holders or the Trustee all in accordance with the terms set forth in Article IV of the Indenture, (ii) in case of any extension of time of payment or renewal of any Notes or any 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, and (iii) the payment of any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Note Guarantee or the IndentureINC. The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article XI of the Indenture and reference is hereby made to such Indenture for the precise terms of this Note Guarantee. No stockholder, employee, officer, director, general or limited partner, member or incorporator, as such, past, present or future of each Guarantor shall have any liability under this Note Guarantee by reason of his or its status as such stockholder, employee, officer, director, general or limited partner, member or incorporator. This is a continuing Note Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Note Guarantee of payment and not of collectability. This Note Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatories. The Obligations of each Guarantor under its Note Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE XII OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. Dated as of [GUARANTORS] By: Name: Title: ▇▇▇▇ ▇▇▇▇▇▇ Holdings Corp. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇Palo Alto, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇▇California 94304 The undersigned registered owner of this Security hereby irrevocably exercises the option to convert this Security, General Counsel U.S. Bank National Association ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ St. ▇▇▇▇, MN 55107 Facsimile: or the portion hereof (▇▇▇)▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Re:▇▇▇▇ ▇▇▇▇▇▇ Holdings Corp. (the “Issuer”) 13.75% Senior Secured Notes due 2023 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of which is $________ aggregate 1,000 principal amount at maturity or an integral multiple thereof) below designated, into shares of the Notes, we hereby certify that such transfer is being effected pursuant to and Common Stock in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act terms of 1933the Indenture referred to in this Security, as amended (the “Securities Act”), and, accordingly, we hereby further certify and directs that the Notes shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Security not converted are being transferred to be issued in the name of a person that we reasonably believe is purchasing other than the Notes for its own accountundersigned, or for one or more accounts the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States. You and the Issuer 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 be paid to the matters covered herebyundersigned on account of interest (including Liquidated Damages, if any) accompanies this Security. Very truly yours, ByDated: Signature guaranteeYour Name: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) ▇▇▇▇ ▇▇▇▇▇▇ Holdings Corp. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇▇, General Counsel U.S. Bank National Association ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ St. ▇▇▇▇, MN 55107 Facsimile: (▇▇▇Print your name exactly as it appears on the face of this Security)▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Re:▇▇▇▇ ▇▇▇▇▇▇ Holdings Corp. (the “ Issuer”) 13.75% Senior Secured Notes due 2023 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $________ aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. [Name of Transferee] Dated: NOTICE: To be executed by an executive officer SCHEDULE OF EXCHANGES OF 121/2% SENIOR SECURED NOTES The following exchanges of a part of this Global Note for other 13.75121/2% Senior Secured Notes have been made: Each Amount of Decrease Amount of Increase Following Such of Trustee or 121/2% The Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under that certain Indenture, dated as of June 30July 7, 20172009, by and among ▇▇▇▇ ▇▇▇▇▇▇ Holdings Corp. Commercial Barge Line Company (the “IssuerCompany”) ), the Guarantors party thereto and the Trustee (as amended and supplemented from time to time, the “Indenture”) and any additional Guarantors) has guaranteed the Notes and the obligations of the Issuer Company under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the Notes of the IssuerCompany, whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes, and the due and punctual performance of all other obligations of the Issuer Company to the Holders or the Trustee all in accordance with the terms set forth in Article IV XII of the Indenture, (ii) in case of any extension of time of payment or renewal of any Notes or any 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, and (iii) the payment of any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Note Guarantee or the Indenture. The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article XI XII of the Indenture and reference is hereby made to such Indenture for the precise terms of this Note Guarantee. No stockholder, employee, officer, director, general or limited partner, member director or incorporator, as such, past, present or future of each Guarantor shall have any liability under this Note Guarantee by reason of his or its status as such stockholder, employee, officer, director, general or limited partner, member director or incorporator. This is a continuing Note Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of the IssuerCompany’s obligations under the Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Note Guarantee of payment and not of collectability. This Note Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatoriesofficers. The Obligations of each Guarantor under its Note Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE XII OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. Dated as of [GUARANTORSNAME OF ▇▇▇▇▇▇▇▇▇] By: Name: Title: American Commercial Lines, Inc. ▇▇▇▇ ▇▇▇▇▇▇ Holdings Corp. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: General Counsel The Bank of New York Mellon Trust Company, N.A. ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@, ▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇▇, General Counsel U.S. Bank National Association ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ St. ▇▇▇▇, MN 55107 FacsimileAttn: Corporate Trust Telecopy No.: (▇▇▇)) ▇▇▇-▇▇▇▇ AttentionRe: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Re:▇▇▇▇ ▇▇▇▇▇▇ Holdings Corp. Commercial Barge Line Company (the “IssuerCompany”) 13.75121/2% Senior Secured Notes due 2023 2017 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $________ $ aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such Person person exercises sole investment discretion, and such Person person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States. You and the Issuer 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. Very truly yours, By: Signature guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) American Commercial Lines, Inc. ▇▇▇▇ ▇▇▇▇▇▇ Holdings Corp. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: General Counsel The Bank of New York Mellon Trust Company, N.A. ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Facsimile: ▇▇▇▇▇▇▇▇@, ▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇▇, General Counsel U.S. Bank National Association ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ St. ▇▇▇▇, MN 55107 FacsimileAttn: Corporate Trust Telecopy No.: (▇▇▇)) ▇▇▇-▇▇▇▇ AttentionRe: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Re:▇▇▇▇ ▇▇▇▇▇▇ Holdings Corp. Commercial Barge Line Company (the “ Issuer“Company”) 13.75121/2% Senior Secured Notes due 2023 2017 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $________ $ aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that: