Common use of Restricted Global Note to Restricted Definitive Note Clause in Contracts

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 or Regulation S 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 Restricted Notes Legend or the Regulation S Legend, as applicable, 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. Dated: [Insert Name of Transferor] By: Name: Title:

Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s '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 '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 or Regulation S Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. ¨(b[ ] (b) Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global NoteCHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s 's Restricted Definitive Note for a beneficial interest in the the: [CHECK ONE] : ¨ 144A Global Note, : ¨ Note or Regulation S Global Note, : Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s '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 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 Private Placement Legend or the Regulation S Legend, as applicable, 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. Dated: -------------------------- [Insert Name of TransferorOwner] By: ------------------------ Name: Title: Dated: --------------------- C-4 EXHIBIT D FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR CSK Auto, Inc. 645 East Missouri Avenue Phoenix, Axxxxxx 00000 Xxx Xxxx xx Xxx Xxxx 0 Xxxx Xxxxa, 13th Floor New York, XX 00000 Xx: 00 % Xxxxxx Notes due 2006 Dear Sirs: Reference is hereby made to the Indenture, dated as of December 21, 2001 (the "Indenture"), between CSK Auto, 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. In connection with our proposed purchase of $____________ aggregate principal amount of: (a) a beneficial interest in a Global Note, or (b) a Definitive Note, we confirm that:

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 amountamount 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 Restricted Notes Legend or Regulation S Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. ¨(b¨ (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 amountamount at maturity, 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 Private Placement Legend or the Regulation S Legend, as applicable, 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. Dated: [Insert Name of Transferor] By: Name: Title: Exhibit D Form of Accredited Investor Certificate Sprint Corporation 0000 Xxxxxx Xxxxxxx Xxxxxxxx Xxxx, XX 00000 Facsimile: (000) 000-0000 Attention: General Counsel The Bank of New York Mellon Trust Company, N.A. 0 X. XxXxxxx Street, Suite 1020 Chicago, IL 60602 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Re: 7.250% Notes due 2021 (the “2021 Notes”) Reference is hereby made to the Indenture, dated as of September 11, 2013 (the “Indenture”), between Sprint Corporation, a Delaware corporation (the “Company”) and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of September 11, 2013 among the Company, Sprint Communications, Inc. and the 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 of:

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 amountamount 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 Restricted Notes Legend or Regulation S Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. ¨(b▢ (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, : Note with an equal principal amountamount at maturity, 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 Private Placement Legend or the Regulation S Legend, as applicable, 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. Dated: [Insert Name of Transferor] By: Name: Title: Dated: EXHIBIT D FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR The GEO Group, Inc. Xxx Xxxx Xxxxx 000 XX 00xx Xxxxxx Xxxxx 000 Xxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxx X. X’Xxxxxx Xxxxx Fargo Bank - DAPS Reorg. MAC N9303-000 000 0xx Xxxxxx Xxxxx Xxxxxxxxxxx, XX 00000 Telephone No.: (000) 000-0000 Fax No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Re: 7 3/4% Senior Notes due 2017 Reference is hereby made to the Indenture, dated as of October 20, 2009 (the “Indenture”), between The GEO Group, Inc., a Florida corporation (the “Company”) and Xxxxx Fargo 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:

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 amountamount 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 Restricted Notes Legend or Regulation S Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. ¨(b¨ (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 amountamount at maturity, 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 Private Placement Legend or the Regulation S Legend, as applicable, 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. Dated: [Insert Name of Transferor] By: Name: Title: Exhibit D Form of Accredited Investor Certificate Sprint Corporation 0000 Xxxxxx Xxxxxxx Xxxxxxxx Xxxx, XX 00000 Facsimile: (000) 000-0000 Attention: General Counsel The Bank of New York Mellon Trust Company, N.A. 0 X. XxXxxxx Street, Suite 1020 Chicago, IL 60602 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Re: 7.875% Notes due 2023 (the “2023 Notes”) Reference is hereby made to the Indenture, dated as of September 11, 2013 (the “Indenture”), between Sprint Corporation, a Delaware corporation (the “Company”) and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), as supplemented by the Second Supplemental Indenture, dated as of September 11, 2013 among the Company, Sprint Communications, Inc. and the 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 of:

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 amountamount 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 Restricted Notes Legend or Regulation S Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. ¨(b¨ (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 amountamount at maturity, 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 Private Placement Legend or the Regulation S Legend, as applicable, 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. Dated: [Insert Name of Transferor] By: Name: Title: Exhibit D Form of Accredited Investor Certificate Sprint Corporation 0000 Xxxxxx Xxxxxxx Xxxxxxxx Xxxx, XX 00000 Facsimile: (000) 000-0000 Attention: General Counsel The Bank of New York Mellon Trust Company, N.A. 0 X. XxXxxxx Street, Suite 1020 Chicago, IL 60602 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Re: 7.125% Notes due 2024 (the “2024 Notes”) Reference is hereby made to the Indenture, dated as of September 11, 2013 (the “Indenture”), between Sprint Corporation, a Delaware corporation (the “Company”) and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), as supplemented by the Third Supplemental Indenture, dated as of December 12, 2013 among the Company, Sprint Communications, Inc. and the 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 of:

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 or Regulation S 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 Restricted Notes Legend or the Regulation S Legend, as applicable, 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 Companybenefit. Dated: [Insert Name of Transferor] By: Name: Title: Dated: EXHIBIT D FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Sunoco LP Sunoco Finance Corp. 0000 Xxxx Xxxx, Xxxxx 000 Xxxxxx, XX 00000 U.S. Bank National Association 0000 Xxx Xxxxxx Xxxxxx Suite 1150 Houston, TX 77056 Re: 4.875% Senior Notes due 2023/5.500% Senior Notes due 2026/5.875% Senior Notes due 2028 (the “Notes”) Reference is hereby made to the Indenture, dated as of January 23, 2018 (the “Indenture”), among Sunoco LP, a Delaware limited partnership (“Sunoco LP”), and Sunoco Finance Corp., a Delaware corporation (“Finance Corp.” and, together with Sunoco LP, 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. In connection with our proposed purchase of $ aggregate principal amount of: