Signature Guaranteed. THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). Exhibit B LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG BELONG ACQUISITION CORP. (THE “COMPANY”), BELONG ACQUISITION SPONSOR, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.” No. Warrants

Appears in 4 contracts

Samples: Warrant Agreement (Belong Acquisition Corp.), Warrant Agreement (Belong Acquisition Corp.), Warrant Agreement (Belong Acquisition Corp.)

Signature Guaranteed. THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 ~~UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED~~ (OR ANY SUCCESSOR RULE)). ~~Exhibit~~ EXHIBIT B LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG ~~BELONG~~ TASTEMAKER ACQUISITION CORP. (THE “COMPANY”), ~~BELONG ACQUISITION SPONSOR,~~ TASTEMAKER SPONSOR LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.~~” No. Warrants~~”

Appears in 4 contracts

Samples: Warrant Agreement (Tastemaker Acquisition Corp.), Warrant Agreement (Tastemaker Acquisition Corp.), Warrant Agreement (Tastemaker Acquisition Corp.)

Signature Guaranteed. THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, ,STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF of 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). ~~Exhibit~~ EXHIBIT B LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG ~~BELONG ACQUISITION CORP.~~ TWELVE SEAS INVESTMENT COMPANY IV TMT (THE “COMPANY”), ~~BELONG ACQUISITION SPONSOR,~~ TWELVE SEAS SPONSOR IV TMT LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.” NoEXHIBIT C LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. ~~Warrants~~IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE PLACEMENT UNIT PURCHASE AGREEMENT BY AND AMONG TWELVE SEAS INVESTMENT COMPANY IV TMT (THE “COMPANY”), AND MIZUHO SECURITIES USA LLC, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”

Appears in 3 contracts

Samples: Warrant Agreement (Twelve Seas Investment Co IV TMT), Warrant Agreement (Twelve Seas Investment Co IV TMT), Warrant Agreement (Twelve Seas Investment Co IV TMT)

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16)

Signature Guaranteed. THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). ~~Exhibit~~ EXHIBIT B LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG ~~BELONG ACQUISITION~~ XXXXXX EXECUTIVE INVESTMENT CORP. II (THE “COMPANY”), ~~BELONG ACQUISITION SPONSOR,~~ HEC SPONSOR II LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.~~” No. Warrants~~

Appears in 3 contracts

Samples: Warrant Agreement (Hudson Executive Investment Corp. II), Warrant Agreement (Hudson Executive Investment Corp. II), Warrant Agreement (Hudson Executive Investment Corp. II)

Signature Guaranteed. The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable. DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _________________________________________________ account number ______________ or, if mailed by check, to ____ ___________________________________. Statements should be mailed to ____________________. This information is provided by assignee named above, or _______________________, as its agent. XXXXXXX X-0 [FORM OF CLASS A-SB CERTIFICATE] THIS CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE ~~SIGNATURE(S) SHOULD~~ SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY. IF THE TRANSFEREE OF THIS CERTIFICATE IS AN ~~ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT~~ EMPLOYEE BENEFIT PLAN SUBJECT TO ~~RULE 17Ad-15 UNDER~~ THE ~~SECURITIES EXCHANGE~~ FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF ~~1934~~1974, AS AMENDED (“ERISA”), OR ~~ANY SUCCESSOR RULE)). Exhibit B LEGEND “~~SECTION 4975 OF THE ~~SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT~~ INTERNAL REVENUE CODE OF ~~1933~~1986, AS AMENDED, OR ANY ~~STATE SECURITIES LAWS~~PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR. THE CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS AND COLLATERAL SUPPORT DEFICITS ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ~~MAY NOT BE OFFERED~~ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ~~SOLD~~ANY TRANSFER, ~~TRANSFERRED~~ PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE ~~DISPOSED~~ BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION 860G(a)(1) AND 860D OF ~~UNLESS REGISTERED UNDER~~ THE ~~SECURITIES ACT~~ INTERNAL REVENUE CODE OF ~~1933~~1986, AS AMENDED. XXXXXX XXXXXXX BANK OF AMERICA XXXXXXX XXXXX TRUST 2014-C16, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2014-C16 PASS-THROUGH RATE: 3.477% PER ANNUM DATE OF POOLING AND ~~ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE~~SERVICING AGREEMENT: AS OF JUNE 1, 2014 CUT-OFF DATE: JUNE 1, 2014 CLOSING DATE: JUNE 18, 2014 FIRST DISTRIBUTION DATE: JULY 17, 2014 AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-SB CERTIFICATES AS OF THE CLOSING DATE: $72,300,000 CERTIFICATE BALANCE OF THIS CLASS A-SB CERTIFICATE AS OF THE CLOSING DATE: $72,300,000 NO. ~~IN ADDITION~~A-SB-1 MASTER SERVICER: XXXXX FARGO BANK, ~~SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG BELONG ACQUISITION CORP~~NATIONAL ASSOCIATION SPECIAL SERVICER: LNR PARTNERS, LLC TRUST ADVISOR: SITUS HOLDINGS, LLC TRUSTEE: U.S. BANK NATIONAL ASSOCIATION CERTIFICATE ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/ CUSTODIAN: U.S. BANK NATIONAL ASSOCIATION CUSIP NO. 00000XXX0 ISIN NO. US61763MAC47 CLASS A-SB CERTIFICATE evidencing a beneficial ownership interest in a New York common law trust (~~THE~~ the “~~COMPANY~~Trust”), ~~BELONG ACQUISITION SPONSOR~~consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and certain other property, ~~LLC AND THE OTHER PARTIES THERETO~~formed and sold by XXXXXX XXXXXXX CAPITAL I INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”), ~~THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY~~ which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (30the “Pooling and Servicing Agreement”), between Xxxxxx Xxxxxxx Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C16, Commercial Mortgage Pass-Through Certificates, Series 2014-C16 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-SB Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-SB Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) ~~DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION~~ commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (~~AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN~~a “Determination Date”), commencing on July 11, 2014. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) ~~EXCEPT TO A PERMITTED TRANSFEREE~~ during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-SB Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (~~AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT~~“DTC”) ~~WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS~~will be made by or on behalf of the Certificate Administrator by check mailed to such Holder’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. ~~SECURITIES EVIDENCED BY~~ Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Xxxxx, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND ~~SHARES OF CLASS A COMMON STOCK~~ THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE ~~COMPANY ISSUED UPON EXERCISE~~ STATE OF ~~SUCH SECURITIES~~ NEW YORK, AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL ~~BE ENTITLED~~ APPLY TO ~~REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY~~ THIS CERTIFICATE AND THE ~~COMPANY~~POOLING AND SERVICING AGREEMENT.~~” No. Warrants~~

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16)

Signature Guaranteed. ~~THE SIGNATURE(S) SHOULD BE GUARANTEED~~ The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable. DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________ account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________. This information is provided by assignee named above, or ______________________________, as its agent. EXHIBIT A-11 FORM OF CLASS B CERTIFICATE CLASS B X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES TRUST 2013-LC11 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2013-LC11, CLASS B [UNLESS THIS CERTIFICATE IS PRESENTED BY AN ~~ELIGIBLE GUARANTOR INSTITUTION~~ AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (~~BANKS~~“DTC”), ~~STOCKBROKERS~~TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). Exhibit B LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDEXCHANGE, OR ~~ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED~~PAYMENT, AND ANY ~~APPLICABLE STATE SECURITIES LAWS~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN ~~EXEMPTION FROM REGISTRATION~~ AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS ~~AVAILABLE~~MADE TO CEDE & CO. ~~IN ADDITION~~OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ~~SUBJECT~~ ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY ~~ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED~~ PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1 [TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE ~~LETTER AGREEMENT BY~~ POOLING AND AMONG BELONG ACQUISITION CORP. (THE “COMPANY”), BELONG ACQUISITION SPONSOR, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT SERVICING AGREEMENT REFERRED TO ~~HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN ~~SECTION 2~~ OR OBLIGATION OF THE ~~WARRANT~~ DEPOSITOR, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE SENIOR TRUST ADVISOR, THE UNDERWRITERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) ~~WHO AGREES IN WRITING WITH~~ AND 860D OF THE ~~COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS~~CODE. ~~SECURITIES~~ THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND ~~SHARES~~ THE PORTION OF ~~CLASS~~ COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY THE PORTION OF CERTIFICATE DEFERRED 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 2 Book-Entry Certificate legend. INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A ~~COMMON STOCK~~ REDUCTION OF THE ~~COMPANY ISSUED UPON EXERCISE~~ PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF ~~SUCH SECURITIES SHALL~~ THIS CERTIFICATE MAY BE ~~ENTITLED TO REGISTRATION RIGHTS UNDER~~ LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. PASS-THROUGH RATE: [ ]% DENOMINATION: $[ ] DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2013 CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN) CLOSING DATE: MAY 14, 2013 FIRST DISTRIBUTION DATE: JUNE 17, 2013 APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS B CERTIFICATES AS OF THE CLOSING DATE: $92,120,000 MASTER SERVICER: MIDLAND LOAN SERVICES, A ~~REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY~~DIVISION OF PNC BANK, NATIONAL ASSOCIATION SPECIAL SERVICER: CWCAPITAL ASSET MANAGEMENT LLC TRUSTEE: XXXXX FARGO BANK, NATIONAL ASSOCIATION CERTIFICATE ADMINISTRATOR: XXXXX FARGO BANK, NATIONAL ASSOCIATION SENIOR TRUST ADVISOR: PENTALPHA SURVEILLANCE LLC CUSIP NO.~~” No. Warrants~~: [ ] ISIN NO.: [ ] COMMON CODE NO.: [ ] CERTIFICATE NO.: [B-1]

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-Lc11), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-Lc11), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-Lc11)

Signature Guaranteed. ~~THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS~~The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable. DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, ~~STOCKBROKERS~~by wire transfer or otherwise, ~~SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM~~in immediately available funds to _________________________________ for the account of __________________________________ account number _______________ or, ~~PURSUANT TO RULE 17Ad-15~~ if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________. This information is provided by assignee named above, or ______________________________, as its agent. Xxxxxxx X-0 FORM OF CLASS A-S CERTIFICATE CLASS A-S J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES TRUST 2012-CIBX COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2012-CIBX, CLASS A-S [THIS CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ~~EXCHANGE~~ ACT OF ~~1934~~1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 [TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE SENIOR TRUST ADVISOR, THE INITIAL PURCHASER, THE MORTGAGE LOAN SELLER OR ANY ~~SUCCESSOR RULE))~~OF THEIR RESPECTIVE AFFILIATES. ~~Exhibit B LEGEND “THE SECURITIES REPRESENTED BY~~ NEITHER THIS CERTIFICATE ~~HAVE~~ NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. 1 Temporary Regulation S Book-Entry Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Book-Entry Certificate legend. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED~~AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES ~~LAWS~~LAW. THE HOLDER HEREOF, ~~AND~~ BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY ~~NOT~~ BE ~~OFFERED~~REOFFERED, ~~SOLD~~RESOLD, ~~TRANSFERRED~~ PLEDGED OR OTHERWISE ~~DISPOSED OF UNLESS REGISTERED~~ TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF ~~1933~~RULE 144A UNDER THE SECURITIES ACT (A “QIB”), ~~AS AMENDED~~OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND ~~ANY APPLICABLE STATE SECURITIES LAWS~~ WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION IS PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE~~. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG BELONG ACQUISITION CORP. (THE “COMPANY”~~), ~~BELONG ACQUISITION SPONSOR, LLC~~ (3) IN AN “OFFSHORE TRANSACTION” AND ~~THE OTHER PARTIES THERETO,~~ IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ~~REPRESENTED~~ ACT, OR (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE. THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY THE PORTION OF CERTIFICATE DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY ~~NOT~~ BE ~~SOLD OR TRANSFERRED PRIOR~~ LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. THIS CERTIFICATE IS SUBORDINATED TO THE ~~DATE THAT IS THIRTY (30) DAYS AFTER~~ CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS X-A AND CLASS X-B CERTIFICATES AND THE ~~DATE UPON WHICH~~ CLASS A-4FL/4FX REGULAR INTEREST AS AND TO THE ~~COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED~~ EXTENT SET FORTH IN ~~SECTION 3 OF~~ THE ~~WARRANT~~ POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN~~) EXCEPT TO A PERMITTED TRANSFEREE~~ . PASS-THROUGH RATE: [ ]% DENOMINATION: $[ ] DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2012 CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED ~~IN SECTION 2~~ HEREIN) CLOSING DATE: JUNE 29, 2012 FIRST DISTRIBUTION DATE: JULY 17, 2012 APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE ~~WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF~~ CLASS ~~A COMMON STOCK~~ A-S CERTIFICATES AS OF THE ~~COMPANY ISSUED UPON EXERCISE~~ CLOSING DATE: $[________] MASTER SERVICER: WXXXX FARGO BANK, NATIONAL ASSOCIATION SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF ~~SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY~~PNC BANK, NATIONAL ASSOCIATION TRUSTEE: U.S. BANK NATIONAL ASSOCIATION CERTIFICATE ADMINISTRATOR: WXXXX FARGO BANK, NATIONAL ASSOCIATION SENIOR TRUST ADVISOR: TRIMONT REAL ESTATE ADVISORS, INC. CUSIP NO.~~” No. Warrants~~: [ ] ISIN NO.: [ ] COMMON CODE NO.: [ ] CERTIFICATE NO.: [A-S-1] [A-S-S-1]

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Cibx), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Cibx)

Signature Guaranteed. ~~THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS~~The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable. DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, ~~STOCKBROKERS~~by wire transfer or otherwise, ~~SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM~~in immediately available funds to _________________________________ for the account of __________________________________ account number _______________ or, ~~PURSUANT TO RULE 17Ad-15~~ if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________. This information is provided by assignee named above, or ______________________________, as its agent. EXHIBIT A-16 FORM OF CLASS NR CERTIFICATE CLASS NR J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES TRUST 2012-CIBX COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2012-CIBX, CLASS NR [THIS CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ~~EXCHANGE~~ ACT OF ~~1934~~1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 [TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE SENIOR TRUST ADVISOR, THE INITIAL PURCHASER, THE MORTGAGE LOAN SELLER OR ANY ~~SUCCESSOR RULE))~~OF THEIR RESPECTIVE AFFILIATES. ~~Exhibit B LEGEND “THE SECURITIES REPRESENTED BY~~ NEITHER THIS CERTIFICATE ~~HAVE~~ NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. 1 Temporary Regulation S Book-Entry Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Book-Entry Certificate legend. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED~~AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES ~~LAWS~~LAW. THE HOLDER HEREOF, ~~AND~~ BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY ~~NOT~~ BE ~~OFFERED~~REOFFERED, ~~SOLD~~RESOLD, ~~TRANSFERRED~~ PLEDGED OR OTHERWISE ~~DISPOSED OF UNLESS REGISTERED~~ TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF ~~1933~~RULE 144A UNDER THE SECURITIES ACT (A “QIB”), ~~AS AMENDED~~OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND ~~ANY APPLICABLE STATE SECURITIES LAWS~~ WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION IS PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE~~. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG BELONG ACQUISITION CORP. (THE “COMPANY”~~), ~~BELONG ACQUISITION SPONSOR, LLC~~ (3) IN AN “OFFSHORE TRANSACTION” AND ~~THE OTHER PARTIES THERETO,~~ IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ~~REPRESENTED BY~~ ACT, OR (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED ~~PRIOR~~ TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE ~~DATE THAT IS THIRTY~~ FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (~~30) DAYS AFTER~~ “ERISA”), OR TO SECTION 4975 OF THE ~~DATE UPON WHICH~~ INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE ~~COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION~~ “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3 3(32) OF ERISA) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. THIS CERTIFICATE REPRESENTS (A) A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE ~~WARRANT~~ CODE AND (B) AN UNDIVIDED BENEFICIAL INTEREST IN A GRANTOR TRUST THAT HOLDS THE EXCESS INTEREST AND RELATED AMOUNTS IN THE EXCESS INTEREST DISTRIBUTION ACCOUNT. THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY THE PORTION OF CERTIFICATE DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. THIS CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS X-A, CLASS X-B, CLASS A-S, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F AND CLASS G CERTIFICATES AND THE CLASS A-4FL/4FX REGULAR INTEREST AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN~~) EXCEPT TO A PERMITTED TRANSFEREE~~ . PASS-THROUGH RATE: [ ]% DENOMINATION: $[ ] DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2012 CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED ~~IN SECTION 2~~ HEREIN) CLOSING DATE: JUNE 29, 2012 FIRST DISTRIBUTION DATE: JULY 17, 2012 APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE ~~WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF~~ CLASS ~~A COMMON STOCK~~ NR CERTIFICATES AS OF THE ~~COMPANY ISSUED UPON EXERCISE~~ CLOSING DATE: $[_______] MASTER SERVICER: WXXXX FARGO BANK, NATIONAL ASSOCIATION SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF ~~SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY~~PNC BANK, NATIONAL ASSOCIATION TRUSTEE: U.S. BANK NATIONAL ASSOCIATION CERTIFICATE ADMINISTRATOR: WXXXX FARGO BANK, NATIONAL ASSOCIATION SENIOR TRUST ADVISOR: TRIMONT REAL ESTATE ADVISORS, INC. CUSIP NO.~~” No. Warrants~~: [ ] ISIN NO.: [ ] COMMON CODE NO.: [ ] CERTIFICATE NO.: [NR-1] [NR-S-1]

Appears in 2 contracts

Signature Guaranteed. THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). ~~Exhibit~~ EXHIBIT B LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG ~~BELONG ACQUISITION CORP~~LANDCADIA HOLDINGS IV, INC. (THE “COMPANY”), ~~BELONG ACQUISITION SPONSOR~~JEFFERIES FINANCIAL GROUP, INC. AND TJF, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.~~” No. Warrants~~”

Appears in 2 contracts

Samples: Warrant Agreement (Landcadia Holdings IV, Inc.), Warrant Agreement (Landcadia Holdings IV, Inc.)

Signature Guaranteed. ~~THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS~~The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable. DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, ~~STOCKBROKERS~~by wire transfer or otherwise, ~~SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM~~in immediately available funds to _________________________________ for the account of __________________________________ account number _______________ or, ~~PURSUANT TO RULE 17Ad-15 UNDER THE~~ if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________. This information is provided by assignee named above, or ______________________________, as its agent. EXHIBIT A-17 FORM OF CLASS R CERTIFICATE CLASS R J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~EXCHANGE ACT OF 1934~~TRUST 2012-CIBX COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2012-CIBX, ~~AS AMENDED (OR ANY SUCCESSOR RULE)). Exhibit B LEGEND “THE SECURITIES REPRESENTED BY~~ CLASS R THIS CERTIFICATE ~~HAVE~~ HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED~~AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES ~~LAWS, AND~~ LAWS OR THE LAWS OF ANY OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY ~~NOT~~ BE ~~OFFERED~~REOFFERED, SOLD, ~~TRANSFERRED~~ ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS ~~REGISTERED~~ SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (B) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF ~~1933, AS AMENDED~~RULE 144A. THE INITIAL INVESTOR IN THIS CERTIFICATE, AND ~~ANY APPLICABLE STATE SECURITIES LAWS~~ EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN ~~EXEMPTION FROM REGISTRATION~~ INTEREST HEREIN, IS ~~AVAILABLE. IN ADDITION, SUBJECT~~ DEEMED TO ~~ANY ADDITIONAL LIMITATIONS ON~~ HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER ~~DESCRIBED~~ REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER ~~AGREEMENT BY~~ SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND ~~AMONG BELONG ACQUISITION CORP~~SERVICING AGREEMENT. (THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE ~~“COMPANY”)~~DEPOSITOR, ~~BELONG ACQUISITION~~ THE SPONSOR, ~~LLC AND~~ THE ~~OTHER PARTIES THERETO~~MASTER SERVICER, THE ~~SECURITIES REPRESENTED~~ SPECIAL SERVICER, THE TRUSTEE, THE SENIOR TRUST ADVISOR, THE INITIAL PURCHASER, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED ~~PRIOR~~ TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE ~~DATE THAT IS THIRTY~~ FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (~~30) DAYS AFTER~~ “ERISA”), OR TO SECTION 4975 OF THE ~~DATE UPON WHICH~~ INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE ~~COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION~~ “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3 3(32) OF ERISA) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE. THIS CERTIFICATE IS A “RESIDUAL INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(2) AND 860D. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, “NON-U.S. PERSONS” OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.03 OF THE ~~WARRANT AGREEMENT REFERRED~~ POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO ~~HEREIN~~FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, (A) ~~EXCEPT~~ IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE “NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS. PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: 100% DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2012 CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED ~~IN SECTION 2~~ HEREIN) CLOSING DATE: JUNE 29, 2012 FIRST DISTRIBUTION DATE: JULY 17, 2012 CLASS R PERCENTAGE INTEREST: 100% MASTER SERVICER: WXXXX FARGO BANK, NATIONAL ASSOCIATION SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF ~~THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS~~PNC BANK, NATIONAL ASSOCIATION TRUSTEE: U.S. BANK NATIONAL ASSOCIATION CERTIFICATE ADMINISTRATOR: WXXXX FARGO BANK, NATIONAL ASSOCIATION SENIOR TRUST ADVISOR: TRIMONT REAL ESTATE ADVISORS, INC. ~~SECURITIES EVIDENCED BY THIS~~ CUSIP NO.: [ ] ISIN NO.: [ ] CERTIFICATE ~~AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY~~NO.~~” No. Warrants~~: [R-1]

Appears in 2 contracts

Signature Guaranteed. THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). ~~Exhibit~~ EXHIBIT B LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG ~~BELONG ACQUISITION~~ XXXXXX EXECUTIVE INVESTMENT CORP. III (THE “COMPANY”), ~~BELONG ACQUISITION SPONSOR,~~ HEC SPONSOR III LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.~~” No. Warrants~~

Appears in 2 contracts

Samples: Warrant Agreement (Hudson Executive Investment Corp. III), Warrant Agreement (Hudson Executive Investment Corp. III)

Appears in 2 contracts

Signature Guaranteed. ~~THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS~~The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable. DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, ~~STOCKBROKERS~~by wire transfer or otherwise, ~~SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM~~in immediately available funds to _________________________________ for the account of __________________________________ account number _______________ or, ~~PURSUANT TO RULE 17Ad-15~~ if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________. This information is provided by assignee named above, or ______________________________, as its agent. EXHIBIT A-14 FORM OF CLASS F CERTIFICATE CLASS F J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES TRUST 2012-CIBX COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2012-CIBX, CLASS F [THIS CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ~~EXCHANGE~~ ACT OF ~~1934~~1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 [TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE SENIOR TRUST ADVISOR, THE INITIAL PURCHASER, THE MORTGAGE LOAN SELLER OR ANY ~~SUCCESSOR RULE))~~OF THEIR RESPECTIVE AFFILIATES. ~~Exhibit B LEGEND “THE SECURITIES REPRESENTED BY~~ NEITHER THIS CERTIFICATE ~~HAVE~~ NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. 1 Temporary Regulation S Book-Entry Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Book-Entry Certificate legend. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED~~AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES ~~LAWS~~LAW. THE HOLDER HEREOF, ~~AND~~ BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY ~~NOT~~ BE ~~OFFERED~~REOFFERED, ~~SOLD~~RESOLD, ~~TRANSFERRED~~ PLEDGED OR OTHERWISE ~~DISPOSED OF UNLESS REGISTERED~~ TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF ~~1933~~RULE 144A UNDER THE SECURITIES ACT (A “QIB”), ~~AS AMENDED~~OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND ~~ANY APPLICABLE STATE SECURITIES LAWS~~ WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION IS PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE~~. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG BELONG ACQUISITION CORP. (THE “COMPANY”~~), ~~BELONG ACQUISITION SPONSOR, LLC~~ (3) IN AN “OFFSHORE TRANSACTION” AND ~~THE OTHER PARTIES THERETO,~~ IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ~~REPRESENTED BY~~ ACT, OR (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED ~~PRIOR~~ TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE ~~DATE THAT IS THIRTY~~ FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (~~30) DAYS AFTER~~ “ERISA”), OR TO SECTION 4975 OF THE ~~DATE UPON WHICH~~ INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE ~~COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION~~ “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3 3(32) OF ERISA) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE ~~WARRANT~~ CODE. THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY THE PORTION OF CERTIFICATE DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. THIS CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS X-A, CLASS X-B, CLASS A-S, CLASS B, CLASS C, CLASS D AND CLASS E CERTIFICATES AND THE CLASS A-4FL/4FX REGULAR INTEREST AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN~~) EXCEPT TO A PERMITTED TRANSFEREE~~ . PASS-THROUGH RATE: [ ]% DENOMINATION: $[ ] DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2012 CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED ~~IN SECTION 2~~ HEREIN) CLOSING DATE: JUNE 29, 2012 FIRST DISTRIBUTION DATE: JULY 17, 2012 APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE ~~WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF~~ CLASS ~~A COMMON STOCK~~ F CERTIFICATES AS OF THE ~~COMPANY ISSUED UPON EXERCISE~~ CLOSING DATE: $[_______] MASTER SERVICER: WXXXX FARGO BANK, NATIONAL ASSOCIATION SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF ~~SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY~~PNC BANK, NATIONAL ASSOCIATION TRUSTEE: U.S. BANK NATIONAL ASSOCIATION CERTIFICATE ADMINISTRATOR: WXXXX FARGO BANK, NATIONAL ASSOCIATION SENIOR TRUST ADVISOR: TRIMONT REAL ESTATE ADVISORS, INC. CUSIP NO.~~” No. Warrants~~: [ ] ISIN NO.: [ ] COMMON CODE NO.: [ ] CERTIFICATE NO.: [F-1] [F-S-1]

Appears in 2 contracts

Signature Guaranteed. G. THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 ~~UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED~~ (OR ANY SUCCESSOR RULE)). ~~Exhibit~~ EXHIBIT B LEGEND “H. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG ~~BELONG~~ FORTRESS CAPITAL ACQUISITION CORP. (THE “COMPANY”), ~~BELONG~~ FORTRESS CAPITAL ACQUISITION ~~SPONSOR,~~ SPONSOR LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.~~” No. Warrants~~

Appears in 2 contracts

Samples: Warrant Agreement (Fortress Capital Acquisition Corp), Warrant Agreement (Fortress Capital Acquisition Corp)

Signature Guaranteed. THE SIGNATURE(S) ~~SHOULD~~ MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ~~AMENDED (OR ANY SUCCESSOR RULE)~~AMENDED). ~~Exhibit~~ EXHIBIT B LEGEND “THE SECURITIES REPRESENTED ~~BY THIS CERTIFICATE~~ HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG ~~BELONG~~ KKR ACQUISITION HOLDINGS I CORP. (THE “COMPANY”), ~~BELONG~~ KKR ACQUISITION ~~SPONSOR,~~ SPONSOR I LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED ~~BY THIS CERTIFICATE~~ HEREBY MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.~~” No. Warrants~~

Appears in 2 contracts

Samples: Warrant Agreement (KKR Acquisition Holdings I Corp.), Warrant Agreement (KKR Acquisition Holdings I Corp.)

Signature Guaranteed. ~~THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS~~The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable. DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, ~~STOCKBROKERS~~by wire transfer or otherwise, ~~SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM~~in immediately available funds to _________________________________ for the account of __________________________________ account number _______________ or, ~~PURSUANT TO RULE 17Ad-15~~ if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________. This information is provided by assignee named above, or ______________________________, as its agent. XXXXXXX X-0 FORM OF CLASS X-B CERTIFICATE CLASS X-B J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES TRUST 2012-CIBX COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2012-CIBX, CLASS X-B [THIS CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ~~EXCHANGE~~ ACT OF ~~1934~~1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 [TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE SENIOR TRUST ADVISOR, THE INITIAL PURCHASER, THE MORTGAGE LOAN SELLER OR ANY ~~SUCCESSOR RULE))~~OF THEIR RESPECTIVE AFFILIATES. ~~Exhibit B LEGEND “THE SECURITIES REPRESENTED BY~~ NEITHER THIS CERTIFICATE ~~HAVE~~ NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. 1 Temporary Regulation S Book-Entry Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Book-Entry Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED~~AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES ~~LAWS~~LAW. THE HOLDER HEREOF, ~~AND~~ BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY ~~NOT~~ BE ~~OFFERED~~REOFFERED, ~~SOLD~~RESOLD, ~~TRANSFERRED~~ PLEDGED OR OTHERWISE ~~DISPOSED OF UNLESS REGISTERED~~ TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF ~~1933~~RULE 144A UNDER THE SECURITIES ACT (A “QIB”), ~~AS AMENDED~~OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND ~~ANY APPLICABLE STATE SECURITIES LAWS~~ WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION IS PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE~~. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG BELONG ACQUISITION CORP. (THE “COMPANY”~~), ~~BELONG ACQUISITION SPONSOR~~(3) IN AN “OFFSHORE TRANSACTION” AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, ~~LLC~~ OR (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER ~~PARTIES THERETO~~APPLICABLE JURISDICTION. THIS CLASS X-B CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL. THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G AND CLASS NR CERTIFICATES. ACCORDINGLY, THE ~~SECURITIES REPRESENTED BY~~ NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW. THE NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS X-B CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY ~~NOT~~ BE ~~SOLD OR TRANSFERRED PRIOR TO~~ LESS THAN THAT SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE. PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT DENOMINATION: $[ ] DATE ~~THAT IS THIRTY (30) DAYS AFTER~~ OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2012 CUT-OFF DATE: AS SET FORTH IN THE ~~DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION~~ POOLING AND SERVICING AGREEMENT (AS DEFINED ~~IN SECTION 3~~ HEREIN) CLOSING DATE: JUNE 29, 2012 FIRST DISTRIBUTION DATE: JULY 17, 2012 APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE ~~WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (~~CLASS X-B CERTIFICATES AS ~~DEFINED IN SECTION 2~~ OF THE ~~WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS~~CLOSING DATE: $[______] MASTER SERVICER: WXXXX FARGO BANK, NATIONAL ASSOCIATION SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION TRUSTEE: U.S. BANK NATIONAL ASSOCIATION CERTIFICATE ADMINISTRATOR: WXXXX FARGO BANK, NATIONAL ASSOCIATION SENIOR TRUST ADVISOR: TRIMONT REAL ESTATE ADVISORS, INC. ~~SECURITIES EVIDENCED BY THIS~~ CUSIP NO.: [ ] ISIN NO.: [ ] COMMON CODE: [ ] CERTIFICATE ~~AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY~~NO.~~” No. Warrants~~: [X-B-1] [X-B-S-1]

Appears in 2 contracts

Signature Guaranteed. ~~THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS~~The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable. DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, ~~STOCKBROKERS~~by wire transfer or otherwise, ~~SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM~~in immediately available funds to _________________________________ for the account of __________________________________ account number _______________ or, ~~PURSUANT TO RULE 17Ad-15~~ if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________. This information is provided by assignee named above, or ______________________________, as its agent. EXHIBIT A-10 FORM OF CLASS B CERTIFICATE CLASS B J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES TRUST 2012-CIBX COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2012-CIBX, CLASS B [THIS CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ~~EXCHANGE~~ ACT OF ~~1934~~1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 [TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE SENIOR TRUST ADVISOR, THE INITIAL PURCHASER, THE MORTGAGE LOAN SELLER OR ANY ~~SUCCESSOR RULE))~~OF THEIR RESPECTIVE AFFILIATES. ~~Exhibit B LEGEND “THE SECURITIES REPRESENTED BY~~ NEITHER THIS CERTIFICATE ~~HAVE~~ NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. 1 Temporary Regulation S Book-Entry Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Book-Entry Certificate legend. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED~~AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES ~~LAWS~~LAW. THE HOLDER HEREOF, ~~AND~~ BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY ~~NOT~~ BE ~~OFFERED~~REOFFERED, ~~SOLD~~RESOLD, ~~TRANSFERRED~~ PLEDGED OR OTHERWISE ~~DISPOSED OF UNLESS REGISTERED~~ TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF ~~1933~~RULE 144A UNDER THE SECURITIES ACT (A “QIB”), ~~AS AMENDED~~OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND ~~ANY APPLICABLE STATE SECURITIES LAWS~~ WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION IS PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE~~. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG BELONG ACQUISITION CORP. (THE “COMPANY”~~), ~~BELONG ACQUISITION SPONSOR, LLC~~ (3) IN AN “OFFSHORE TRANSACTION” AND ~~THE OTHER PARTIES THERETO,~~ IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ~~REPRESENTED~~ ACT, OR (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE. THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY THE PORTION OF CERTIFICATE DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY ~~NOT~~ BE ~~SOLD OR TRANSFERRED PRIOR~~ LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. THIS CERTIFICATE IS SUBORDINATED TO THE ~~DATE THAT IS THIRTY (30) DAYS AFTER~~ CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS X-A, CLASS X-B AND CLASS A-S CERTIFICATES AND THE ~~DATE UPON WHICH~~ CLASS A-4FL/4FX REGULAR INTEREST AS AND TO THE ~~COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED~~ EXTENT SET FORTH IN ~~SECTION 3 OF~~ THE ~~WARRANT~~ POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN~~) EXCEPT TO A PERMITTED TRANSFEREE~~ . PASS-THROUGH RATE: [ ]% DENOMINATION: $[ ] DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2012 CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED ~~IN SECTION 2~~ HEREIN) CLOSING DATE: JUNE 29, 2012 FIRST DISTRIBUTION DATE: JULY 17, 2012 APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE ~~WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF~~ CLASS ~~A COMMON STOCK~~ B CERTIFICATES AS OF THE ~~COMPANY ISSUED UPON EXERCISE~~ CLOSING DATE: $[_______] MASTER SERVICER: WXXXX FARGO BANK, NATIONAL ASSOCIATION SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF ~~SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY~~PNC BANK, NATIONAL ASSOCIATION TRUSTEE: U.S. BANK NATIONAL ASSOCIATION CERTIFICATE ADMINISTRATOR: WXXXX FARGO BANK, NATIONAL ASSOCIATION SENIOR TRUST ADVISOR: TRIMONT REAL ESTATE ADVISORS, INC. CUSIP NO.~~” No. Warrants~~: [ ] ISIN NO.: [ ] COMMON CODE NO.: [ ] CERTIFICATE NO.: [B-1] [B-S-1]

Appears in 2 contracts

Signature Guaranteed. ~~THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS~~The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable. DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, ~~STOCKBROKERS~~by wire transfer or otherwise, ~~SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM~~in immediately available funds to _________________________________ for the account of __________________________________ account number _______________ or, ~~PURSUANT TO RULE 17Ad-15~~ if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________. This information is provided by assignee named above, or ______________________________, as its agent. EXHIBIT A-12 FORM OF CLASS D CERTIFICATE CLASS D J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES TRUST 2012-CIBX COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2012-CIBX, CLASS D [THIS CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ~~EXCHANGE~~ ACT OF ~~1934~~1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 [TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE SENIOR TRUST ADVISOR, THE INITIAL PURCHASER, THE MORTGAGE LOAN SELLER OR ANY ~~SUCCESSOR RULE))~~OF THEIR RESPECTIVE AFFILIATES. ~~Exhibit B LEGEND “THE SECURITIES REPRESENTED BY~~ NEITHER THIS CERTIFICATE ~~HAVE~~ NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. 1 Temporary Regulation S Book-Entry Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Book-Entry Certificate legend. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED~~AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES ~~LAWS~~LAW. THE HOLDER HEREOF, ~~AND~~ BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY ~~NOT~~ BE ~~OFFERED~~REOFFERED, ~~SOLD~~RESOLD, ~~TRANSFERRED~~ PLEDGED OR OTHERWISE ~~DISPOSED OF UNLESS REGISTERED~~ TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF ~~1933~~RULE 144A UNDER THE SECURITIES ACT (A “QIB”), ~~AS AMENDED~~OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND ~~ANY APPLICABLE STATE SECURITIES LAWS~~ WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION IS PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE~~. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG BELONG ACQUISITION CORP. (THE “COMPANY”~~), ~~BELONG ACQUISITION SPONSOR, LLC~~ (3) IN AN “OFFSHORE TRANSACTION” AND ~~THE OTHER PARTIES THERETO,~~ IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ~~REPRESENTED~~ ACT, OR (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE. THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY THE PORTION OF CERTIFICATE DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY ~~NOT~~ BE ~~SOLD OR TRANSFERRED PRIOR~~ LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. THIS CERTIFICATE IS SUBORDINATED TO THE ~~DATE THAT IS THIRTY (30) DAYS AFTER~~ CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS X-A, CLASS X-B, CLASS A-S, CLASS B AND CLASS C CERTIFICATES AND THE ~~DATE UPON WHICH~~ CLASS A-4FL/4FX REGULAR INTEREST AS AND TO THE ~~COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED~~ EXTENT SET FORTH IN ~~SECTION 3 OF~~ THE ~~WARRANT~~ POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN~~) EXCEPT TO A PERMITTED TRANSFEREE~~ . PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT DENOMINATION: $[ ] DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2012 CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED ~~IN SECTION 2~~ HEREIN) CLOSING DATE: JUNE 29, 2012 FIRST DISTRIBUTION DATE: JULY 17, 2012 APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE ~~WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF~~ CLASS ~~A COMMON STOCK~~ D CERTIFICATES AS OF THE ~~COMPANY ISSUED UPON EXERCISE~~ CLOSING DATE: $[_______] MASTER SERVICER: WXXXX FARGO BANK, NATIONAL ASSOCIATION SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF ~~SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY~~PNC BANK, NATIONAL ASSOCIATION TRUSTEE: U.S. BANK NATIONAL ASSOCIATION CERTIFICATE ADMINISTRATOR: WXXXX FARGO BANK, NATIONAL ASSOCIATION SENIOR TRUST ADVISOR: TRIMONT REAL ESTATE ADVISORS, INC. CUSIP NO.~~” No. Warrants~~: [ ] ISIN NO.: [ ] COMMON CODE NO.: [ ] CERTIFICATE NO.: [D-1] [D-S-1]

Appears in 2 contracts

Signature Guaranteed. ~~THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS~~The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable. DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, ~~STOCKBROKERS~~by wire transfer or otherwise, ~~SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM~~in immediately available funds to ______________________________ for the account of ____________________________ account number _______________ or, ~~PURSUANT TO RULE 17Ad-15~~ if mailed by check, to _________________________________. Statements should be mailed to ________________________________________________________. This information is provided by assignee named above, or ______________________________, as its agent. XXXXXXX X-0 FORM OF CLASS A-3 CERTIFICATE CLASS A-3 J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES TRUST 2012-CIBX COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2012-CIBX, CLASS A-3 [THIS CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE ~~SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). Exhibit B LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE~~ UNITED STATES SECURITIES ACT OF 1933, AS ~~AMENDED, OR~~ AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY ~~STATE SECURITIES LAWS, AND~~ INTEREST HEREIN MAY ~~NOT~~ BE OFFERED, ~~SOLD~~SOLD OR DELIVERED, ~~TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED~~ EXCEPT AS PERMITTED UNDER THE ~~SECURITIES ACT~~ POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF ~~1933~~THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ~~AS AMENDED~~A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY ~~APPLICABLE STATE SECURITIES LAWS~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN ~~EXEMPTION FROM REGISTRATION~~ AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS ~~AVAILABLE~~MADE TO CEDE & CO. ~~IN ADDITION~~OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ~~SUBJECT~~ ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY ~~ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED~~ PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 [TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE ~~LETTER AGREEMENT BY~~ POOLING AND AMONG BELONG ACQUISITION CORP. (THE “COMPANY”), BELONG ACQUISITION SPONSOR, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT SERVICING AGREEMENT REFERRED TO ~~HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED~~ BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN ~~SECTION 2~~ OR OBLIGATION OF THE ~~WARRANT~~ DEPOSITOR, THE SPONSOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE SENIOR TRUST ADVISOR, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. 1 Temporary Regulation S Book-Entry Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Book-Entry Certificate legend. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) ~~WHO AGREES IN WRITING WITH~~ AND 860D OF THE ~~COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS~~CODE. ~~SECURITIES~~ THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND ~~SHARES~~ THE PORTION OF ~~CLASS~~ COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY THE PORTION OF CERTIFICATE DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A ~~COMMON STOCK~~ REDUCTION OF THE ~~COMPANY ISSUED UPON EXERCISE~~ PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF ~~SUCH SECURITIES SHALL~~ THIS CERTIFICATE MAY BE ~~ENTITLED TO REGISTRATION RIGHTS UNDER~~ LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. PASS-THROUGH RATE: [ ]% MASTER SERVICER: WXXXX FARGO BANK, NATIONAL ASSOCIATION DENOMINATION: $[ ] SPECIAL SERVICER: MIDLAND LOAN SERVICES, DATE OF POOLING AND SERVICING A ~~REGISTRATION RIGHTS~~ DIVISION OF PNC BANK, AGREEMENT: AS OF JUNE 1, 2012 NATIONAL ASSOCIATION CUT-OFF DATE: AS SET FORTH IN THE TRUSTEE: U.S. BANK NATIONAL ASSOCIATION POOLING AND SERVICING AGREEMENT ~~TO BE EXECUTED BY~~ (AS DEFINED HEREIN) CERTIFICATE ADMINISTRATOR: WXXXX FARGO BANK, NATIONAL ASSOCIATION CLOSING DATE: JUNE 29, 2012 SENIOR TRUST ADVISOR: TRIMONT REAL ESTATE FIRST DISTRIBUTION DATE: ADVISORS, INC. JULY 17, 2012 CUSIP NO.: [ ] APPROXIMATE AGGREGATE CERTIFICATE BALANCE ISIN NO.: [ ] OF THE ~~COMPANY~~CLASS A-3 CERTIFICATES AS OF THE CLOSING DATE: $[______] COMMON CODE NO.~~” No. Warrants~~: [ ] CERTIFICATE NO.: [A-3-1] [A-3-S-1]

Appears in 2 contracts

Signature Guaranteed. ~~THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS~~The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable. DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, ~~STOCKBROKERS~~by wire transfer or otherwise, ~~SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM~~in immediately available funds to _________________________________ for the account of __________________________________ account number _______________ or, ~~PURSUANT TO RULE 17Ad-15~~ if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________. This information is provided by assignee named above, or ______________________________, as its agent. EXHIBIT A-13 FORM OF CLASS E CERTIFICATE CLASS E J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES TRUST 2012-CIBX COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2012-CIBX, CLASS E [THIS CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ~~EXCHANGE~~ ACT OF ~~1934~~1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 [TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE SENIOR TRUST ADVISOR, THE INITIAL PURCHASER, THE MORTGAGE LOAN SELLER OR ANY ~~SUCCESSOR RULE))~~OF THEIR RESPECTIVE AFFILIATES. ~~Exhibit B LEGEND “THE SECURITIES REPRESENTED BY~~ NEITHER THIS CERTIFICATE ~~HAVE~~ NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. 1 Temporary Regulation S Book-Entry Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Book-Entry Certificate legend. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED~~AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES ~~LAWS~~LAW. THE HOLDER HEREOF, ~~AND~~ BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY ~~NOT~~ BE ~~OFFERED~~REOFFERED, ~~SOLD~~RESOLD, ~~TRANSFERRED~~ PLEDGED OR OTHERWISE ~~DISPOSED OF UNLESS REGISTERED~~ TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF ~~1933~~RULE 144A UNDER THE SECURITIES ACT (A “QIB”), ~~AS AMENDED~~OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND ~~ANY APPLICABLE STATE SECURITIES LAWS~~ WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION IS PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE~~. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG BELONG ACQUISITION CORP. (THE “COMPANY”~~), ~~BELONG ACQUISITION SPONSOR, LLC~~ (3) IN AN “OFFSHORE TRANSACTION” AND ~~THE OTHER PARTIES THERETO,~~ IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ~~REPRESENTED~~ ACT, OR (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE. THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY THE PORTION OF CERTIFICATE DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY ~~NOT~~ BE ~~SOLD OR TRANSFERRED PRIOR~~ LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. THIS CERTIFICATE IS SUBORDINATED TO THE ~~DATE THAT IS THIRTY (30) DAYS AFTER~~ CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS X-A, CLASS X-B, CLASS A-S, CLASS B, CLASS C AND CLASS D CERTIFICATES AND THE ~~DATE UPON WHICH~~ CLASS A-4FL/4FX REGULAR INTEREST AS AND TO THE ~~COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED~~ EXTENT SET FORTH IN ~~SECTION 3 OF~~ THE ~~WARRANT~~ POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN~~) EXCEPT TO A PERMITTED TRANSFEREE~~ . PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT DENOMINATION: $[ ] DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2012 CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED ~~IN SECTION 2~~ HEREIN) CLOSING DATE: JUNE 29, 2012 FIRST DISTRIBUTION DATE: JULY 17, 2012 APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE ~~WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF~~ CLASS ~~A COMMON STOCK~~ E CERTIFICATES AS OF THE ~~COMPANY ISSUED UPON EXERCISE~~ CLOSING DATE: $[_______] MASTER SERVICER: WXXXX FARGO BANK, NATIONAL ASSOCIATION SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF ~~SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY~~PNC BANK, NATIONAL ASSOCIATION TRUSTEE: U.S. BANK NATIONAL ASSOCIATION CERTIFICATE ADMINISTRATOR: WXXXX FARGO BANK, NATIONAL ASSOCIATION SENIOR TRUST ADVISOR: TRIMONT REAL ESTATE ADVISORS, INC. CUSIP NO.~~” No. Warrants~~: [ ] ISIN NO.: [ ] COMMON CODE NO.: [ ] CERTIFICATE NO.: [E-1] [E-S-1]

Appears in 2 contracts

Signature Guaranteed. ~~THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS~~The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable. DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, ~~STOCKBROKERS~~by wire transfer or otherwise, ~~SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM~~in immediately available funds to _________________________________ for the account of __________________________________ account number _______________ or, ~~PURSUANT TO RULE 17Ad-15~~ if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________. This information is provided by assignee named above, or ______________________________, as its agent. EXHIBIT A-15 FORM OF CLASS G CERTIFICATE CLASS G J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES TRUST 2012-CIBX COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2012-CIBX, CLASS G [THIS CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ~~EXCHANGE~~ ACT OF ~~1934~~1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 [TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE SENIOR TRUST ADVISOR, THE INITIAL PURCHASER, THE MORTGAGE LOAN SELLER OR ANY ~~SUCCESSOR RULE))~~OF THEIR RESPECTIVE AFFILIATES. ~~Exhibit B LEGEND “THE SECURITIES REPRESENTED BY~~ NEITHER THIS CERTIFICATE ~~HAVE~~ NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. 1 Temporary Regulation S Book-Entry Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Book-Entry Certificate legend. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED~~AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES ~~LAWS~~LAW. THE HOLDER HEREOF, ~~AND~~ BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY ~~NOT~~ BE ~~OFFERED~~REOFFERED, ~~SOLD~~RESOLD, ~~TRANSFERRED~~ PLEDGED OR OTHERWISE ~~DISPOSED OF UNLESS REGISTERED~~ TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF ~~1933~~RULE 144A UNDER THE SECURITIES ACT (A “QIB”), ~~AS AMENDED~~OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND ~~ANY APPLICABLE STATE SECURITIES LAWS~~ WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION IS PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE~~. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG BELONG ACQUISITION CORP. (THE “COMPANY”~~), ~~BELONG ACQUISITION SPONSOR, LLC~~ (3) IN AN “OFFSHORE TRANSACTION” AND ~~THE OTHER PARTIES THERETO,~~ IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ~~REPRESENTED BY~~ ACT, OR (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED ~~PRIOR~~ TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE ~~DATE THAT IS THIRTY~~ FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (~~30) DAYS AFTER~~ “ERISA”), OR TO SECTION 4975 OF THE ~~DATE UPON WHICH~~ INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE ~~COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION~~ “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3 3(32) OF ERISA) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE ~~WARRANT~~ CODE. THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY THE PORTION OF CERTIFICATE DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. THIS CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS X-A, CLASS X-B, CLASS A-S, CLASS B, CLASS C, CLASS D, CLASS E AND CLASS F CERTIFICATES AND THE CLASS A-4FL/4FX REGULAR INTEREST AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN~~) EXCEPT TO A PERMITTED TRANSFEREE~~ . PASS-THROUGH RATE: [ ]% DENOMINATION: $[ ] DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2012 CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED ~~IN SECTION 2~~ HEREIN) CLOSING DATE: JUNE 29, 2012 FIRST DISTRIBUTION DATE: JULY 17, 2012 APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE ~~WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF~~ CLASS ~~A COMMON STOCK~~ G CERTIFICATES AS OF THE ~~COMPANY ISSUED UPON EXERCISE~~ CLOSING DATE: $[_______] MASTER SERVICER: WXXXX FARGO BANK, NATIONAL ASSOCIATION SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF ~~SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY~~PNC BANK, NATIONAL ASSOCIATION TRUSTEE: U.S. BANK NATIONAL ASSOCIATION CERTIFICATE ADMINISTRATOR: WXXXX FARGO BANK, NATIONAL ASSOCIATION SENIOR TRUST ADVISOR: TRIMONT REAL ESTATE ADVISORS, INC. CUSIP NO.~~” No. Warrants~~: [ ] ISIN NO.: [ ] COMMON CODE NO.: [ ] CERTIFICATE NO.: [G-1] [G-S-1]

Appears in 2 contracts

Signature Guaranteed. THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF of 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). ~~Exhibit~~ EXHIBIT B LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG ~~BELONG~~ GLOBAL BLOCKCHAIN ACQUISITION CORP. (THE “COMPANY”~~), BELONG ACQUISITION SPONSOR, LLC~~ ) AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF ~~CLASS A~~ COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.~~” No. Warrants~~”

Appears in 2 contracts

Samples: Warrant Agreement (Global Blockchain Acquisition Corp.), Form of Warrant Agreement (Global Blockchain Acquisition Corp.)

Signature Guaranteed. ~~THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS~~The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable. DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, ~~STOCKBROKERS~~by wire transfer or otherwise, ~~SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM~~in immediately available funds to _________________________________ for the account of __________________________________ account number _______________ or, ~~PURSUANT TO RULE 17Ad-15~~ if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________. This information is provided by assignee named above, or ______________________________, as its agent. EXHIBIT A-11 FORM OF CLASS C CERTIFICATE CLASS C J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES TRUST 2012-CIBX COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2012-CIBX, CLASS C [THIS CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ~~EXCHANGE~~ ACT OF ~~1934~~1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 [TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE SENIOR TRUST ADVISOR, THE INITIAL PURCHASER, THE MORTGAGE LOAN SELLER OR ANY ~~SUCCESSOR RULE))~~OF THEIR RESPECTIVE AFFILIATES. ~~Exhibit B LEGEND “THE SECURITIES REPRESENTED BY~~ NEITHER THIS CERTIFICATE ~~HAVE~~ NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. 1 Temporary Regulation S Book-Entry Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Book-Entry Certificate legend. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED~~AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES ~~LAWS~~LAW. THE HOLDER HEREOF, ~~AND~~ BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY ~~NOT~~ BE ~~OFFERED~~REOFFERED, ~~SOLD~~RESOLD, ~~TRANSFERRED~~ PLEDGED OR OTHERWISE ~~DISPOSED OF UNLESS REGISTERED~~ TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF ~~1933~~RULE 144A UNDER THE SECURITIES ACT (A “QIB”), ~~AS AMENDED~~OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND ~~ANY APPLICABLE STATE SECURITIES LAWS~~ WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION IS PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE~~. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG BELONG ACQUISITION CORP. (THE “COMPANY”~~), ~~BELONG ACQUISITION SPONSOR, LLC~~ (3) IN AN “OFFSHORE TRANSACTION” AND ~~THE OTHER PARTIES THERETO,~~ IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ~~REPRESENTED~~ ACT, OR (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE. THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY THE PORTION OF CERTIFICATE DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY ~~NOT~~ BE ~~SOLD OR TRANSFERRED PRIOR~~ LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. THIS CERTIFICATE IS SUBORDINATED TO THE ~~DATE THAT IS THIRTY (30) DAYS AFTER~~ CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS X-A, CLASS X-B, CLASS A-S AND CLASS B CERTIFICATES AND THE ~~DATE UPON WHICH~~ CLASS A-4FL/4FX REGULAR INTEREST AS AND TO THE ~~COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED~~ EXTENT SET FORTH IN ~~SECTION 3 OF~~ THE ~~WARRANT~~ POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN~~) EXCEPT TO A PERMITTED TRANSFEREE~~ . PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT DENOMINATION: $[ ] DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2012 CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED ~~IN SECTION 2~~ HEREIN) CLOSING DATE: JUNE 29, 2012 FIRST DISTRIBUTION DATE: JULY 17, 2012 APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE ~~WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF~~ CLASS ~~A COMMON STOCK~~ C CERTIFICATES AS OF THE ~~COMPANY ISSUED UPON EXERCISE~~ CLOSING DATE: $[________] MASTER SERVICER: WXXXX FARGO BANK, NATIONAL ASSOCIATION SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF ~~SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY~~PNC BANK, NATIONAL ASSOCIATION TRUSTEE: U.S. BANK NATIONAL ASSOCIATION CERTIFICATE ADMINISTRATOR: WXXXX FARGO BANK, NATIONAL ASSOCIATION SENIOR TRUST ADVISOR: TRIMONT REAL ESTATE ADVISORS, INC. CUSIP NO.~~” No. Warrants~~: [ ] ISIN NO.: [ ] COMMON CODE NO.: [ ] CERTIFICATE NO.: [C-1] [C-S-1]

Appears in 2 contracts

Signature Guaranteed. ~~THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS~~The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable. DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, ~~STOCKBROKERS~~by wire transfer or otherwise, ~~SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM~~in immediately available funds to ______________________________ for the account of ____________________________ account number _______________ or, ~~PURSUANT TO RULE 17Ad-15~~ if mailed by check, to _________________________________. Statements should be mailed to ________________________________________________________. This information is provided by assignee named above, or ______________________________, as its agent. XXXXXXX X-0 FORM OF CLASS A-4 CERTIFICATE CLASS A-4 J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES TRUST 2012-CIBX COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2012-CIBX, CLASS A-4 [THIS CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE ~~SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). Exhibit B LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE~~ UNITED STATES SECURITIES ACT OF 1933, AS ~~AMENDED, OR~~ AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY ~~STATE SECURITIES LAWS, AND~~ INTEREST HEREIN MAY ~~NOT~~ BE OFFERED, ~~SOLD~~SOLD OR DELIVERED, ~~TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED~~ EXCEPT AS PERMITTED UNDER THE ~~SECURITIES ACT~~ POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF ~~1933~~THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ~~AS AMENDED~~A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY ~~APPLICABLE STATE SECURITIES LAWS~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN ~~EXEMPTION FROM REGISTRATION~~ AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS ~~AVAILABLE~~MADE TO CEDE & CO. ~~IN ADDITION~~OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ~~SUBJECT~~ ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY ~~ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED~~ PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 [TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE ~~LETTER AGREEMENT BY~~ POOLING AND AMONG BELONG ACQUISITION CORP. (THE “COMPANY”), BELONG ACQUISITION SPONSOR, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT SERVICING AGREEMENT REFERRED TO ~~HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED~~ BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN ~~SECTION 2~~ OR OBLIGATION OF THE ~~WARRANT~~ DEPOSITOR, THE SPONSOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE SENIOR TRUST ADVISOR, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. 1 Temporary Regulation S Book-Entry Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Book-Entry Certificate legend. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) ~~WHO AGREES IN WRITING WITH~~ AND 860D OF THE ~~COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS~~CODE. ~~SECURITIES~~ THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND ~~SHARES~~ THE PORTION OF ~~CLASS~~ COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY THE PORTION OF CERTIFICATE DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A ~~COMMON STOCK~~ REDUCTION OF THE ~~COMPANY ISSUED UPON EXERCISE~~ PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF ~~SUCH SECURITIES SHALL~~ THIS CERTIFICATE MAY BE ~~ENTITLED TO REGISTRATION RIGHTS UNDER~~ LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. PASS-THROUGH RATE: [ ]% MASTER SERVICER: WXXXX FARGO BANK, NATIONAL ASSOCIATION DENOMINATION: $[ ] SPECIAL SERVICER: MIDLAND LOAN SERVICES, DATE OF POOLING AND SERVICING A ~~REGISTRATION RIGHTS~~ DIVISION OF PNC BANK, AGREEMENT: AS OF JUNE 1, 2012 NATIONAL ASSOCIATION CUT-OFF DATE: AS SET FORTH IN THE TRUSTEE: U.S. BANK NATIONAL ASSOCIATION POOLING AND SERVICING AGREEMENT ~~TO BE EXECUTED BY~~ (AS DEFINED HEREIN) CERTIFICATE ADMINISTRATOR: WXXXX FARGO BANK, NATIONAL ASSOCIATION CLOSING DATE: JUNE 29, 2012 SENIOR TRUST ADVISOR: TRIMONT REAL ESTATE FIRST DISTRIBUTION DATE: ADVISORS, INC. JULY 17, 2012 CUSIP NO.: [ ] APPROXIMATE AGGREGATE CERTIFICATE BALANCE ISIN NO.: [ ] OF THE ~~COMPANY~~CLASS A-4 CERTIFICATES AS OF THE CLOSING DATE: $[______] COMMON CODE NO.~~” No. Warrants~~: [ ] CERTIFICATE NO.: [A-4-1] [A-4-S-1]

Appears in 2 contracts

Signature Guaranteed. THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF of 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). ~~Exhibit~~ EXHIBIT B PRIVATE PLACEMENT WARRANTS LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG ~~BELONG~~ FPA ENERGY ACQUISITION CORP. (THE “COMPANY”~~), BELONG ACQUISITION SPONSOR, LLC~~ ) AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF ~~CLASS~~ COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. EXHIBIT C REPRESENTATIVE WARRANTS LEGEND THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LIMITATIONS ON TRANSFER PURSUANT TO FINRA RULE 5110(E)(1). SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.~~” No. Warrants~~

Appears in 2 contracts

Samples: Warrant Agreement (Fpa Energy Acquisition Corp.), Warrant Agreement (Fpa Energy Acquisition Corp.)

Signature Guaranteed. ~~THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS~~The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable. DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, ~~STOCKBROKERS~~by wire transfer or otherwise, ~~SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM~~in immediately available funds to ______________________________ for the account of ____________________________ account number _______________ or, ~~PURSUANT TO RULE 17Ad-15~~ if mailed by check, to _________________________________. Statements should be mailed to ________________________________________________________. This information is provided by assignee named above, or ______________________________, as its agent. XXXXXXX X-0 FORM OF CLASS A-2 CERTIFICATE CLASS A-2 J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES TRUST 2012-CIBX COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2012-CIBX, CLASS A-2 [THIS CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE ~~SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). Exhibit B LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE~~ UNITED STATES SECURITIES ACT OF 1933, AS ~~AMENDED, OR~~ AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY ~~STATE SECURITIES LAWS, AND~~ INTEREST HEREIN MAY ~~NOT~~ BE OFFERED, ~~SOLD~~SOLD OR DELIVERED, ~~TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED~~ EXCEPT AS PERMITTED UNDER THE ~~SECURITIES ACT~~ POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF ~~1933~~THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ~~AS AMENDED~~A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY ~~APPLICABLE STATE SECURITIES LAWS~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN ~~EXEMPTION FROM REGISTRATION~~ AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS ~~AVAILABLE~~MADE TO CEDE & CO. ~~IN ADDITION~~OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ~~SUBJECT~~ ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY ~~ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED~~ PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 [TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE ~~LETTER AGREEMENT BY~~ POOLING AND AMONG BELONG ACQUISITION CORP. (THE “COMPANY”), BELONG ACQUISITION SPONSOR, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT SERVICING AGREEMENT REFERRED TO ~~HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED~~ BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN ~~SECTION 2~~ OR OBLIGATION OF THE ~~WARRANT~~ DEPOSITOR, THE SPONSOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE SENIOR TRUST ADVISOR, THE UNDERWRITERS, THE MORTGAGE LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. 1 Temporary Regulation S Book-Entry Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Book-Entry Certificate legend. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) ~~WHO AGREES IN WRITING WITH~~ AND 860D OF THE ~~COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS~~CODE. ~~SECURITIES~~ THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND ~~SHARES~~ THE PORTION OF ~~CLASS~~ COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. AND WILL BE INCREASED BY THE PORTION OF CERTIFICATE DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A ~~COMMON STOCK~~ REDUCTION OF THE ~~COMPANY ISSUED UPON EXERCISE~~ PRINCIPAL DISTRIBUTION AMOUNT ACCORDINGLY, THE CERTIFICATE BALANCE OF ~~SUCH SECURITIES SHALL~~ THIS CERTIFICATE MAY BE ~~ENTITLED TO REGISTRATION RIGHTS UNDER~~ LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. PASS-THROUGH RATE: [ ]% MASTER SERVICER: WXXXX FARGO BANK, NATIONAL ASSOCIATION DENOMINATION: $[ ] SPECIAL SERVICER: MIDLAND LOAN SERVICES, DATE OF POOLING AND SERVICING A ~~REGISTRATION RIGHTS~~ DIVISION OF PNC BANK, AGREEMENT: AS OF JUNE 1, 2012 NATIONAL ASSOCIATION CUT-OFF DATE: AS SET FORTH IN THE TRUSTEE: U.S. BANK NATIONAL ASSOCIATION POOLING AND SERVICING AGREEMENT ~~TO BE EXECUTED BY~~ (AS DEFINED HEREIN) CERTIFICATE ADMINISTRATOR: WXXXX FARGO BANK, NATIONAL ASSOCIATION CLOSING DATE: JUNE 29, 2012 SENIOR TRUST ADVISOR: TRIMONT REAL ESTATE FIRST DISTRIBUTION DATE: ADVISORS, INC. JULY 17, 2012 CUSIP NO.: [ ] APPROXIMATE AGGREGATE CERTIFICATE BALANCE ISIN NO.: [ ] OF THE ~~COMPANY~~CLASS A-2 CERTIFICATES AS OF THE CLOSING DATE: $[______] COMMON CODE NO.~~” No. Warrants~~: [ ] CERTIFICATE NO.: [A-2-1] [A-2-S-1]

Appears in 2 contracts

Signature Guaranteed. ---------- EXHIBIT A-2 FORM OF TEMPORARY GLOBAL CLASS A NOTE REGISTERED No. A-2 [ ] SEE REVERSE FOR CERTAIN CONDITIONS CUSIP (CINS) NO.__________________ ISIN NO.______________________ THIS CLASS A NOTE IS A TEMPORARY GLOBAL CLASS A NOTE, WITHOUT COUPONS, EXCHANGEABLE FOR A PERMANENT GLOBAL CLASS A NOTE WHICH IS, UNDER CERTAIN CIRCUMSTANCES, IN TURN, EXCHANGEABLE FOR DEFINITIVE NOTES WITHOUT COUPONS. THE ~~SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION~~ RIGHTS ATTACHING TO THIS CLASS A NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE INDENTURE (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ~~AMENDED (OR ANY SUCCESSOR RULE)~~DEFINED HEREIN). ~~Exhibit B LEGEND “THE SECURITIES REPRESENTED BY~~ THIS ~~CERTIFICATE HAVE~~ SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED,~~ AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR "BLUE SKY" LAWS. THE HOLDER HEREOF, ~~AND MAY NOT BE OFFERED~~BY PURCHASING THIS CLASS A NOTE, ~~SOLD, TRANSFERRED OR OTHERWISE DISPOSED~~ AGREES FOR THE BENEFIT OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG BELONG ACQUISITION RENTAL CAR FINANCE CORP. (THE “"COMPANY”") THAT THIS CLASS A NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON REDEMPTION THEREOF OR OTHERWISE), ~~BELONG ACQUISITION SPONSOR, LLC AND~~ (2) TO A PERSON WHO THE ~~OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT~~ TRANSFEROR REASONABLY BELIEVES IS ~~THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION~~ A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN ~~SECTION 3~~ RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) OUTSIDE THE ~~WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT~~ UNITED STATES TO A ~~PERMITTED TRANSFEREE~~ NON U.S. PERSON (AS DEFINED IN ~~SECTION 2~~ REGULATION S OF THE ~~WARRANT AGREEMENT~~SECURITIES ACT) ~~WHO AGREES~~ IN ~~WRITING~~ A TRANSACTION IN COMPLIANCE WITH REGULATION S OF THE SECURITIES ACT, OR (4) PURSUANT TO AN EXEMPTION FORM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY RULE 144 UNDER THE SECURITIES ACT, IN EACH CASE IN COMPLIANCE WITH THE ~~COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.~~ INDENTURE AND ALL APPLICABLE SECURITIES ~~EVIDENCED BY THIS CERTIFICATE AND SHARES~~ LAWS OF ~~CLASS A COMMON STOCK~~ ANY STATE OF THE ~~COMPANY ISSUED UPON EXERCISE~~ UNITED STATES OR ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF ~~SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY~~ THE ~~COMPANY~~RESALE RESTRICTIONS SET FORTH ABOVE.~~” No. Warrants~~

Appears in 1 contract

Samples: Dollar Thrifty Automotive Group Inc

Signature Guaranteed. Participant in a Recognized Signature Guarantee Medallion Program By: _____________________________________ Authorized Signatory EXHIBIT A-2 ----------- [Form of Certificated Security] FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE ~~SIGNATURE(S~~INTERNAL REVENUE CODE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT WITH RESPECT TO EACH $1,000 OF PRINCIPAL AMOUNT AT MATURITY OF THIS SECURITY IS $741.65, THE ISSUE DATE IS FEBRUARY 12, 2001, AND THE YIELD TO MATURITY IS 1.50% PER ANNUM. THIS SECURITY (OR ITS PREDECESSOR) ~~SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP~~ WAS ORIGINALLY ISSUED IN ~~AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO RULE 17Ad-15~~ A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE ~~SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). Exhibit B LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE~~ UNITED STATES SECURITIES ACT OF ~~1933, AS AMENDED, OR ANY STATE~~ 1933 (THE "SECURITIES ~~LAWS~~ACT"), AND THIS SECURITY, THE GUARANTEE ENDORSED HEREON AND THE COMMON SHARES DELIVERABLE UPON CONVERSION OF THIS SECURITY OR UPON PURCHASE OF THIS SECURITY BY THE COMPANY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PRO VIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RE SOLD, ~~TRANSFERRED~~ PLEDGED OR OTHERWISE ~~DISPOSED~~ TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF ~~UNLESS REGISTERED~~ RULE 144A, (II) OUTSIDE THE UNITED STATES IN A TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGIS TRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THERE UNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGIS TRATION STATEMENT UNDER THE SECURITIES ACT IN EACH OF ~~1933, AS AMENDED~~CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY ~~APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION~~ PURCHASER OF THIS SECURITY FROM ~~REGISTRATION IS AVAILABLE~~IT OF THE RESALE RESTRIC TIONS REFERRED TO IN (A) ABOVE. ~~IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS~~ THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ON ~~TRANSFER DESCRIBED~~ SATISFACTION OF THE CONDITIONS SPECIFIED IN THE ~~LETTER AGREEMENT BY AND AMONG BELONG ACQUISITION CORP~~INDENTURE. ~~(THE “COMPANY”)~~TYCO INTERNATIONAL GROUP S.A. Zero Coupon Convertible Debentures due February 12, BELONG ACQUISITION SPONSOR, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.” 2021 No. ~~Warrants~~CUSIP: Issue Date: February 12, 2001 Original Issue Discount: $258.35 Issue Price: $741.65 (for each $1,000 Principal Amount (for each $1,000 Principal Amount at Maturity) at Maturity) TYCO INTERNATIONAL GROUP S.A., a Luxembourg company, promises to pay to Cede & Co. or registered assigns, the Principal Amount at Maturity of [ ($ ) on February 12, 2021.] This Security shall not bear interest except as specified on the other side of this Security. Original Issue Discount will accrue as specified on the other side of this Security. This Security is convertible as specified on the other side of this Security. Additional provisions of this Security are set forth on the other side of this Security. Dated: TYCO INTERNATIONAL GROUP S.A. By: _______________________ Title: TRUSTEE'S CERTIFICATE OF AUTHENTICATION STATE STREET BANK AND TRUST COMPANY, as Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. By ________________________ Authorized Signatory Dated: For value received, TYCO INTERNATIONAL LTD. hereby absolutely, unconditionally and irrevocably guarantees to the holder of this Security the payment of principal of, premium, if any, and Additional Amounts in respect of the Security upon which this Guarantee is endorsed in the amounts and at the time when due and payable whether by declaration thereof, or otherwise, and interest on the overdue principal and interest, if any, of such Security, if lawful, and the payment or performance of all other obligations of the Company under the Indenture or the Securities, to the holder of such Security and the Trustee, all in accordance with and subject to the terms and limitations of such Security and Article 11 of the Indenture. This Guarantee will not become effective until the Trustee duly executes the certificate of authentication on this Security. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. Dated: TYCO INTERNATIONAL LTD. By: __________________________________ Title:_________________________________ [FORM OF REVERSE SIDE IS IDENTICAL TO EXHIBIT A-1]

Appears in 1 contract

Samples: Tyco International LTD /Ber/

Signature Guaranteed. ~~THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS~~4 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, ~~STOCKBROKERS~~without alteration, ~~SAVINGS AND~~ enlargement or any change whatsoever. EXHIBIT A–3 [FORM OF CLASS B NOTE] CAPITALSOURCE COMMERCIAL LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). Exhibit B LEGEND “THE SECURITIES REPRESENTED BY TRUST 2004-1 THIS ~~CERTIFICATE HAVE~~ NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER REQUIREMENTS OF LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN CERTIFICATED FORM TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE 501 (a)(1)–(3) OR (7) UNDER THE SECURITIES ACT) THAT IS ALSO A QUALIFIED PURCHASER FOR PURPOSES OF SECTION 3(c)(7) UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, PURCHASING FOR INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, IN EACH CASE, SUBJECT TO (A) THE RECEIPT BY THE INDENTURE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE INDENTURE AND (B) THE RECEIPT BY THE INDENTURE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE INDENTURE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER REQUIREMENTS OF LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION, (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (5) PURSUANT TO A VALID REGISTRATION STATEMENT. THE PURCHASE OF THIS NOTE WILL BE DEEMED A REPRESENTATION BY THE ACQUIRER THAT EITHER: (I) IT IS NOT, AND IS NOT PURCHASING THIS NOTE FOR, ON BEHALF OF OR WITH THE ASSETS OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF ERISA AND/OR SECTION 4975 OF THE CODE OR (II) THE PURCHASE AND HOLDING OF THIS NOTE BY THE ACQUIRER WILL NOT RESULT IN A NON EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE. [IF HELD BY DTC] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] [IF REGULATION S GLOBAL NOTE] [THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING AND THE ORIGINAL ISSUE DATE OF THE NOTES, MAY NOT BE OFFERED, SOLD, ~~TRANSFERRED~~ PLEDGED OR OTHERWISE ~~DISPOSED OF UNLESS REGISTERED UNDER~~ TRANSFERRED IN THE ~~SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS~~ UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.] THE PRINCIPAL OF THIS NOTE IS ~~AVAILABLE~~PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ~~IN ADDITION~~ACCORDINGLY, ~~SUBJECT~~ THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THE RIGHTS OF THE HOLDER OF THIS CLASS B NOTE TO ~~ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED~~ RECEIVE INTEREST ARE SUBORDINATED TO THE RIGHTS OF THE HOLDERS OF THE CLASS A-1 NOTES AND THE CLASS A-2 NOTES TO RECEIVE INTEREST AND THE RIGHTS OF THE HOLDERS OF THIS CLASS B NOTE TO RECEIVE PRINCIPAL ARE SUBORDINATED TO THE RIGHTS OF THE HOLDERS OF THE CLASS A-1 NOTES AND CLASS A-2 NOTES TO RECEIVE PRINCIPAL AND INTEREST TO THE EXTENT SET FORTH IN THE ~~LETTER AGREEMENT BY~~ SALE AND ~~AMONG BELONG ACQUISITION CORP~~SERVICING AGREEMENT. REGISTERED $ No. B June [ ], 2004 SEE REVERSE FOR CERTAIN DEFINITIONS [144A CUSIP NO. ] [Reg S ISIN NO. ] [Reg S CUSIP No. ] [Common Code No. ] CapitalSource Commercial Loan Trust 2004-1, a statutory trust organized and existing under the laws of the State of Delaware (~~THE~~ herein referred to as the “~~COMPANY~~Issuer”), ~~BELONG ACQUISITION SPONSOR~~for value received, ~~LLC AND THE OTHER PARTIES THERETO~~hereby promises to pay to , ~~THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY~~ or registered assigns, the principal sum of DOLLARS payable on each Remittance Date in an amount equal to the result obtained by multiplying (30i) ~~DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION~~ a fraction, the numerator of which is the initial principal balance of this Class B Note and the denominator of which is the Initial Class B Principal Balance by (~~AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN~~ii) ~~EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS~~the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class B Notes pursuant to Section 3.05 of the Indenture. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANYThe principal of and interest on this Class B Note are payable in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Class B Note shall be applied first to interest due and payable on this Class B Note as provided above and then to the unpaid principal of this Class B Note. Reference is made to the further provisions of this Class B Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Class B Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Class B Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.~~” No. Warrants~~

Appears in 1 contract

Samples: Indenture (Capitalsource Inc)

Signature Guaranteed. ~~THE SIGNATURE(S~~1 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note, without alteration, enlargement or any change whatsoever. INCREASES AND DECREASES Date Unpaid Principal Amount Subfacility Increase Subfacility Decrease Total Series 2006-1 Class A-1 Note Rate Interest Period (if applicable) ~~SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION~~ Notation Made By EXHIBIT A-2-1 THIS RESTRICTED GLOBAL SERIES 2006-1 CLASS A-2 NOTE (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). Exhibit B LEGEND THIS “~~THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE~~ NOTE”) HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS ~~AMENDED~~AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE ~~SECURITIES LAWS~~OR OTHER RELEVANT JURISDICTION, AND NONE OF SONIC CAPITAL LLC, SONIC INDUSTRIES FRANCHISING LLC, AMERICA’S DRIVE-IN HOLDING INC., AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, AMERICA’S DRIVE-IN RESTAURANTS LLC, SRI REAL ESTATE HOLDING LLC AND SRI REAL ESTATE PROPERTIES LLC (THE “CO-ISSUERS”) HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). THIS NOTE OR ANY INTEREST HEREIN MAY ~~NOT~~ BE OFFERED, SOLD, ~~TRANSFERRED~~ PLEDGED OR OTHERWISE ~~DISPOSED OF UNLESS REGISTERED~~ TRANSFERRED ONLY (A) IN THE UNITED STATES TO AN INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE WHO IS NOT A COMPETITOR AND IS BOTH A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) AND A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF ~~1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN~~ THE ~~LETTER AGREEMENT BY AND AMONG BELONG ACQUISITION CORP. (THE “COMPANY”~~INVESTMENT COMPANY ACT), ~~BELONG ACQUISITION SPONSOR~~ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANOTHER PERSON, ~~LLC~~ WHO IS NOT A COMPETITOR AND IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER, WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION OR (B) OUTSIDE THE ~~OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY~~ UNITED STATES TO AN INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE WHO IS NOT ~~BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT~~ A COMPETITOR AND IS ~~THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION~~ A QUALIFIED PURCHASER AND NEITHER A U.S. PERSON (AS DEFINED IN ~~SECTION 3~~ REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)) NOR A U.S. RESIDENT (WITHIN THE MEANING OF THE ~~WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO~~ INVESTMENT COMPANY ACT), ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANOTHER PERSON, WHO IS NOT A ~~PERMITTED TRANSFEREE~~ COMPETITOR AND IS A QUALIFIED PURCHASER, AND NEITHER A U.S. PERSON (AS DEFINED IN ~~SECTION 2~~ REGULATION S) NOR A U.S. RESIDENT (WITHIN THE MEANING OF THE ~~WARRANT AGREEMENT) WHO AGREES~~ INVESTMENT COMPANY ACT), WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION, IN ~~WRITING~~ OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S, AND, IN EACH CASE, IN COMPLIANCE WITH THE CERTIFICATIONS AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION. BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER REPRESENTS THAT (A) IT IS NOT A COMPETITOR AND IS (X) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A AND A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT) OR (Y) A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT) AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, AS APPLICABLE, (B) IT IS ACTING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PERSON WHICH IS NOT A COMPETITOR AND IS EITHER (X) A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER OR (Y) A QUALIFIED PURCHASER AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON, AS APPLICABLE, AND IN EACH CASE WITH RESPECT TO WHICH IT EXERCISES SOLE INVESTMENT DISCRETION, (C) IT AND EACH ACCOUNT FOR WHICH IT IS PURCHASING WILL HOLD AND TRANSFER AT LEAST THE MINIMUM DENOMINATION OF NOTES, (D) IT UNDERSTANDS THAT THE CO-ISSUERS MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN THEIR NOTES FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES, (E) IT WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS TO ANY SUBSEQUENT TRANSFEREES, (F) IT IS NOT A BROKER-DEALER OF THE TYPE DESCRIBED IN PARAGRAPH (a)(1)(ii) OF RULE 000X XXXXX XXXX XXX XXXXXXX XX A DISCRETIONARY BASIS LESS THAN $25,000,000 IN SECURITIES OF ISSUERS THAT ARE NOT AFFILIATED TO IT, (G) IT IS NOT A PARTICIPANT-DIRECTED EMPLOYEE PLAN, SUCH AS A 401(k) PLAN, OR ANY OTHER TYPE OF PLAN REFERRED TO IN PARAGRAPH (a)(1)(i)(D) OR (a)(1)(i)(E) OF RULE 144A, OR A TRUST FUND REFERRED TO IN PARAGRAPH (a)(1)(i)(F) OF RULE 144A THAT HOLDS THE ASSETS OF SUCH A PLAN, (H) IT IS NOT FORMED FOR THE PURPOSE OF INVESTING IN THE CO-ISSUERS (EXCEPT WHERE EACH BENEFICIAL OWNER IS (X) BOTH A QUALIFIED PURCHASER AND A QUALIFIED INSTITUTIONAL BUYER OR (Y) A QUALIFIED PURCHASER AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON, AS APPLICABLE), AND (I) IF IT IS A SECTION 3(c)(1) OR SECTION 3(c)(7) INVESTMENT COMPANY, OR A SECTION 7(d) FOREIGN INVESTMENT COMPANY RELYING ON SECTION 3(c)(1) OR SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT WITH RESPECT TO ITS U.S. HOLDERS, AND WAS FORMED ON OR BEFORE APRIL 30, 1996, IT HAS RECEIVED THE NECESSARY CONSENT FROM ITS BENEFICIAL OWNERS AS REQUIRED BY THE INVESTMENT COMPANY ACT. EACH INITIAL PURCHASER AND EACH SUBSEQUENT TRANSFEREE TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE MADE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE. EACH INITIAL PURCHASER AND EACH SUBSEQUENT TRANSFEREE TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE IN THE FORM OF AN INTEREST IN A REGULATION S GLOBAL NOTE OR AN UNRESTRICTED GLOBAL NOTE WILL BE REQUIRED TO DELIVER A TRANSFER CERTIFICATE IN THE FORM REQUIRED BY THE INDENTURE AND WILL BE REQUIRED TO MAKE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE. ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT AND WILL BE VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE CO-ISSUERS, THE TRUSTEE OR ANY INTERMEDIARY. IF THIS NOTE WAS ACQUIRED IN THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE ~~SUBJECT~~ A COMPETITOR OR NOT TO HAVE BEEN BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER AT THE TIME OF ACQUISITION OF THIS NOTE, THE CO-ISSUERS HAVE THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A COMPETITOR AND IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER. THE CO-ISSUERS ALSO HAVE THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS NOT BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER OR WHO IS A COMPETITOR. IF THIS NOTE WAS ACQUIRED OUTSIDE THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE A COMPETITOR OR NOT TO HAVE BEEN A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT” AT THE TIME OF ACQUISITION OF THIS NOTE, THE CO-ISSUERS HAVE THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A COMPETITOR AND IS A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT”. THE CO-ISSUERS ALSO HAVE THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS NOT A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT” OR WHO IS A COMPETITOR. THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, 00 XXXXX XXXXXX, XXX XXXX, XXX XXXX 00000, OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE CO-ISSUERS OR THE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH ~~TRANSFER PROVISIONS~~OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN. ~~SECURITIES EVIDENCED~~ THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY ~~THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK~~ INQUIRY OF THE ~~COMPANY ISSUED UPON EXERCISE~~ TRUSTEE. FORM OF ~~SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”~~ RESTRICTED GLOBAL SERIES 2006-1 CLASS A-2 NOTE No. ~~Warrants~~R- up to $ [______________ ] SEE REVERSE FOR CERTAIN CONDITIONS CUSIP Number: 83545Y AA1 ISIN Number: US83545YAA10 SONIC CAPITAL LLC, SONIC INDUSTRIES FRANCHISING LLC, AMERICA’S DRIVE-IN HOLDING INC., AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, AMERICA’S DRIVE-IN RESTAURANTS LLC, SRI REAL ESTATE HOLDING LLC and SRI REAL ESTATE PROPERTIES LLC 5.096% FIXED RATE SERIES 2006-1 SENIOR NOTES, CLASS A-2 SONIC CAPITAL LLC, a limited liability company formed under the laws of the State of Delaware, SONIC INDUSTRIES FRANCHISING LLC, a limited liability company formed under the laws of the State of Delaware, AMERICA’S DRIVE-IN HOLDING INC., a corporation incorporated under the laws of the State of Kansas, AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, a limited liability company formed under the laws of the State of Kansas, AMERICA’S DRIVE-IN RESTAURANTS LLC, a limited liability company formed under the laws of the State of Kansas, SRI REAL ESTATE HOLDING LLC, a limited liability company formed under the laws of the State of Delaware and SRI REAL ESTATE PROPERTIES LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to, collectively, as the “Co-Issuers”), for value received, hereby promise to pay to CEDE & CO. or registered assigns, up to the principal sum of [ ] DOLLARS ($[ ]) as provided below and in the Indenture referred to herein. Payments of principal shall be payable in the amounts and at the times set forth in the Indenture described herein; provided, however, that the entire unpaid principal amount of this Note shall be due on December 20, 2031 (the “Series 2006-1 Legal Final Maturity Date”). The Co-Issuers will pay interest on this Restricted Global Series 2006-1 Class A-2 Note (this “Note”) at the Series 2006-1 Class A-2 Note Rate for each Interest Period in accordance with the terms of the Indenture. Such interest will be payable in arrears on each Payment Date, which will be on the 20th day (or, if such 20th day is not a Business Day, the next succeeding Business Day) of each calendar month, commencing February 20, 2007 (each, a “Payment Date”). Such interest will accrue for each Payment Date with respect to (i) initially, the period from and including December [20], 2006 to but excluding the first Payment Date and (ii) thereafter, the period from and including a Payment Date to but excluding the following Payment Date (each, an “Interest Period”). Interest with respect to the Notes (and interest on any defaulted payments of interest or principal) will be computed on the basis of a 360-day year consisting of twelve 30-day months. In addition, under the circumstances set forth in the Indenture, the Co-Issuers shall also pay contingent uninsured interest on this Note at the Series 2006-1 Class A-2 Monthly Post-ARD Contingent Uninsured Interest Rate, and such contingent uninsured interest shall be computed and shall be payable in the amounts and at the times set forth in the Indenture. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Co-Issuers with respect to this Note shall be applied as provided in the Indenture. This Note is subject to mandatory and optional prepayment as set forth in the Indenture.

Appears in 1 contract

Samples: Sonic Corp

Signature Guaranteed. THE SIGNATURE(S) ~~SHOULD~~ MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ~~AMENDED (OR ANY SUCCESSOR RULE)~~AMENDED). ~~Exhibit~~ EXHIBIT B LEGEND “THE SECURITIES REPRESENTED ~~BY THIS CERTIFICATE~~ HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG ~~BELONG ACQUISITION~~ GLENFARNE MERGER CORP. (THE “COMPANY”), ~~BELONG ACQUISITION~~ GLENFARNE SPONSOR, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED ~~BY THIS CERTIFICATE~~ HEREBY MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED ~~BY THIS CERTIFICATE~~ HEREBY AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.~~” No. Warrants~~”

Appears in 1 contract

Samples: Warrant Agreement (Glenfarne Merger Corp.)

Signature Guaranteed. THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ~~AMENDED (OR ANY SUCCESSOR RULE)~~AMENDED). ~~Exhibit~~ EXHIBIT B PRIVATE PLACEMENT WARRANTS WORKING CAPITAL WARRANTS, AND EXTENSION WARRANTS LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG ~~BELONG ACQUISITION CORP~~GLOBAL STAR ACQUISITION, INC. (THE “COMPANY”), ~~BELONG~~ GLOBAL STAR ACQUISITION ~~SPONSOR,~~ 1 LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.~~” No. Warrants~~”

Appears in 1 contract

Samples: Warrant Agreement (Global Star Acquisition Inc.)

Signature Guaranteed. THE SIGNATURE(S) ~~SHOULD~~ MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ~~AMENDED (OR ANY SUCCESSOR RULE)~~AMENDED). ~~Exhibit~~ EXHIBIT B LEGEND “THE SECURITIES REPRESENTED ~~BY THIS CERTIFICATE~~ HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG ~~BELONG ACQUISITION CORP~~DPCM CAPITAL, INC. (THE “COMPANY”), ~~BELONG ACQUISITION SPONSOR~~CDPM SPONSOR GROUP, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED ~~BY THIS CERTIFICATE~~ HEREBY MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED ~~BY THIS CERTIFICATE~~ HEREBY AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.~~” No. Warrants~~”

Appears in 1 contract

Samples: Warrant Agreement (DPCM Capital, Inc.)

Signature Guaranteed. NOTICE: Signature(s) must be guaranteed NOTICE: The signature to this by an eligible guarantor institution. assignment must correspond with the name of the registered owner as it appears on the face of the within Trust Certificate in every particular, without alteration or enlargement or any change whatever. EXHIBIT B-2 FORM OF RESIDUAL INTEREST CERTIFICATE THIS RESIDUAL INTEREST CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE ~~SIGNATURE(S) SHOULD BE GUARANTEED BY~~ NOTES TO THE EXTENT DESCRIBED IN THE SALE AND SERVICING AGREEMENT AND INDENTURE REFERRED TO HEREIN. THIS RESIDUAL INTEREST CERTIFICATE DOES NOT REPRESENT AN ~~ELIGIBLE GUARANTOR INSTITUTION (BANKS~~OBLIGATION OF OR AN INTEREST IN BLUEGREEN RECEIVABLES FINANCE CORPORATION V, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (BLUEGREEN CORPORATION OR ANY ~~SUCCESSOR RULE))~~AFFILIATE THEREOF, EXCEPT TO THE EXTENT SET FORTH IN THE TRUST AGREEMENT. ~~Exhibit B LEGEND “THE SECURITIES REPRESENTED BY~~ THIS RESIDUAL INTEREST CERTIFICATE ~~HAVE~~ HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF ~~1933, AS AMENDED,~~ 1933 OR ANY STATE SECURITIES ~~LAWS,~~ LAWS AND MAY NOT BE ~~OFFERED,~~ SOLD, TRANSFERRED OR ~~OTHERWISE DISPOSED~~ PLEDGED UNLESS THE CONDITIONS SET FORTH IN SECTION 3.04 OF ~~UNLESS REGISTERED~~ THE TRUST AGREEMENT HAVE BEEN COMPLIED WITH. THIS CERTIFICATE IS TRANSFERRABLE ONLY IN WHOLE AND NOT IN PART. THIS RESIDUAL INTEREST CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS ~~AMENDED~~AMENDED (XXX "XXXXXXXXXX XXX") XX XXX XPPLICABLE STATE SECURITIES LAWS, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG BELONG ACQUISITION CORP. (THE “COMPANY”), BELONG ACQUISITION SPONSOR, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS RESIDUAL INTEREST CERTIFICATE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ~~PRIOR TO~~ IN THE ~~DATE~~ ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. BXG RECEIVABLES NOTE TRUST 2001-A RESIDUAL INTEREST CERTIFICATE NO. 1 THIS CERTIFIES THAT ~~IS THIRTY~~ Bluegreen Receivables Finance Corporation V is the registered owner of 100% of the residual interest in the BXG Receivables Note Trust 2001-A (30the "Trust") ~~DAYS AFTER~~ formed by Bluegreen Receivables Finance Corporation V, a Delaware corporation (the "Depositor"). The Trust was created pursuant to a Trust Agreement, dated as of June 29, 2001 (as amended, restated and/or supplemented from time to time, the "Trust Agreement"), among Bluegreen Receivables Finance Corporation V, as Depositor (the "Depositor"), and Wilmington Trust Company, as owner trustee (the "Owner Trustee"), a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in (i) the Trust Agreement, (ii) the Amended and Restated Sale and Servicing Agreement, dated as of April 17, 2002 (the "Sale and Servicing Agreement"), among the Trust, Bluegreen Receivables Finance Corporation V, as depositor (the "Depositor"), Bluegreen Corporation, as Servicer (in such capacity, the "Servicer"), Concord Servicing Corporation, as Backup Servicer, Vacation Trust, Inc., as Club Trustee, and U.S. Bank National Association (formerly known as U.S. Bank Trust National Association), as Indenture Trustee (the "Indenture Trustee")) and Custodian (the "Custodian") or (iii) the Amended and Restated Indenture, dated as of April 17, 2002 (the "Indenture"), between the Trust and the Indenture Trustee. This Residual Interest Certificate is the duly authorized Residual Interest Certificate designated as "BXG Receivables Note Trust 2001-A Certificate" (the "Residual Interest Certificate"). Also issued under the Indenture are the Asset-Backed Notes, Series 2001-A (the "Notes"). This Residual Interest Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the Holder of this Residual Interest Certificate by virtue of its acceptance hereof assents and by which such Holder is bound. The holder of this Residual Interest Certificate acknowledges and agrees that its rights to receive distributions in respect of this Residual Interest Certificate are subordinated to the rights of the Noteholders to the extent described in the Sale and Servicing Agreement and the Indenture. It is the intent of the Servicer, the Depositor, Owner Trustee, Indenture Trustee and the Certificateholder that, for purposes of federal income, state and local income and single business tax and any other income taxes, the Trust will be disregarded as a separate entity for federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii) and that all items of income, deduction, gain, loss or credit of the Trust will be treated as such items of the Certificateholder. The Depositor and any other Certificateholder, by acceptance of a Residual Interest Certificate, agrees to treat, and to take no action inconsistent with such treatment of, the Trust for federal income tax purposes. Each Certificateholder, by its acceptance of a Residual Interest Certificate or beneficial interest in a Residual Interest Certificate, covenants and agrees that such Certificateholder will not at any time institute against the Trust or the Depositor, or join in any institution against the Trust or the Depositor any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Residual Interest Certificate, the Notes, the Trust Agreement or any of the other Operative Documents. Distributions on this Residual Interest Certificate will be made as provided in the Trust Agreement by the Owner Trustee or its Agent by wire transfer or check mailed to the Certificateholder of record in the Certificate Registrar without the presentation or surrender of this Residual Interest Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution on this Residual Interest Certificate will be made after due notice by the Owner Trustee of the pendency of such distribution and only upon presentation and surrender of this Residual Interest Certificate at the office or agency maintained for that purpose by the Owner Trustee in the City of Wilmington, State of Delaware. Reference is hereby made to the further provisions of this Residual Interest Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee, by manual signature, this Residual Interest Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or any other Operative Document or be valid for any purpose. THIS RESIDUAL INTEREST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE ~~DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3~~ LAWS OF THE ~~WARRANT AGREEMENT REFERRED~~ STATE OF DELAWARE, WITHOUT REFERENCE TO ~~HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2~~ ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES PARTIES HEREUNDER SHALL BE ~~ENTITLED TO REGISTRATION RIGHTS UNDER~~ DETERMINED IN ACCORDANCE WITH SUCH LAWS. [REVERSE OF CERTIFICATE] The Residual Interest Certificate does not represent an obligation of, or an interest in the Depositor, the Servicer, the Owner Trustee, the Indenture Trustee or any of the respective Affiliates and no recourse may be had against such parties of their assets, except as expressly set forth or contemplated herein or in the Trust Agreement or the other Operative Documents. In addition, this Residual Interest Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries with respect to the Receivables and certain other amounts, in each case as more specifically set forth herein and in the Sale and Servicing Agreement. A ~~REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY~~copy of each of the Sale and Servicing Agreement and the Trust Agreement may be examined by any Certificateholder upon written request during normal business hours at the principal office of the Depositor and at such other places, if any, designated by the Depositor. The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Certificateholder under the Trust Agreement at any time by the Depositor and the Owner Trustee with the consent of the majority of the outstanding principal balance of the Notes. Any such consent shall be conclusive and binding on the Holder and on all future Holders of this Residual Interest Certificate and of any Residual Interest Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent is made upon this Residual Interest Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holder of the Residual Interest Certificate or any Noteholder. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Residual Interest Certificate is registerable in the Certificate Register upon surrender of this Residual Interest Certificate for registration of transfer at the offices or agencies of the Certificate Registrar maintained by the Owner Trustee in Wilmington, Delaware, accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar, executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon a new Residual Interest Certificate evidencing the same aggregate interest in the Trust will be issued to the designated transferee. The initial Certificate Registrar appointed under the Trust Agreement is the Owner Trustee. Except as provided in the Trust Agreement, the Residual Interest Certificate is issuable only as a registered Residual Interest Certificate without coupons. No service charge will be made for any registration of transfer of such Residual Interest Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. The Owner Trustee, the Certificate Registrar and any of their respective agents may treat the Person in whose name this Residual Interest Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar or any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Trust Agreement and the Trust crated thereby shall terminate upon the payment to Certificateholder of all amounts required to be paid to such holder pursuant to the Trust Agreement and the Sale and Servicing Agreement and the deposition of all property held as part of the Trust Estate. The Depositor may at its option purchase the Trust Estate at the times and at the prices specified in the Sale and Servicing Agreement. The Residual Interest Certificate may not be acquired by a Benefit Plan. By accepting and holding this Residual Interest Certificate, the Holder hereof, shall be deemed to have represented and warranted that it is not a Benefit Plan and is not acquiring this Residual Interest Certificate or an interest therein for the account of such an entity.~~” No. Warrants~~

Appears in 1 contract

Samples: Sale and Servicing Agreement (Bluegreen Corp)

Signature Guaranteed. THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE ~~17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)~~17Ad-15). ~~Exhibit~~ EXHIBIT B LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED,~~ AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG BELONG ACQUISITION CORP. (THE “COMPANY”), BELONG ACQUISITION SPONSOR, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS ~~THIRTY (30)~~ 30 DAYS AFTER THE DATE UPON WHICH CAPSTAR ACQUISITION CORP. (THE ~~COMPANY~~ "COMPANY") COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 5 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 5 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF ~~CLASS A~~ COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES ~~SHALL~~ WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.” . No. ~~Warrants~~Warrants QuickLinks Exhibit 4.4 WARRANT AGREEMENT TABLE OF CONTENTS EXHIBIT A Warrant Certificate [Form of Warrant Certificate] Election to Purchase (To Be Executed Upon Exercise Of Warrant) EXHIBIT B

Appears in 1 contract

Samples: Warrant Agreement (Capstar Acquisition Corp.)

Signature Guaranteed. THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). ~~Exhibit~~ EXHIBIT B LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG ~~BELONG ACQUISITION~~ EMPOWERMENT & INCLUSION CAPITAL I CORP. (THE “COMPANY”), ~~BELONG ACQUISITION SPONSOR, LLC~~ XXXXXXXXX FINANCIAL GROUP INC. AND PNC INVESTMENT CAPITAL CORP. AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.~~” No. Warrants~~

Appears in 1 contract

Samples: Warrant Agreement (Empowerment & Inclusion Capital I Corp.)

Signature Guaranteed. Participant in a Recognized Signature Guarantee Medallion Program By: _____________________________ Authorized Signatory SCHEDULE OF INCREASES AND DECREASES OF GLOBAL SECURITY Initial Principal Amount of Global Security: ____________($___________). Date Amount of Increase Amount of Decrease in Principal Amount of Notation by in Principal Amount Principal Amount of Global Security Registrar or of Global Security Global Security After Increase or Security Custodian Decrease [FORM OF FACE OF CERTIFICATED SECURITY] THIS SECURITY WILL BE SUBJECT TO THE ~~SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS~~REGULATIONS GOVERNING CONTINGENT PAYMENT DEBT INSTRUMENTS FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. AS REQUIRED UNDER APPLICABLE TREASURY REGULATIONS, ~~STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP~~ THE COMPANY HAS SET FORTH THE "COMPARABLE YIELD" IN ~~AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,~~ SECTION 4.7 OF THE INDENTURE PURSUANT TO ~~RULE 17Ad-15 UNDER~~ WHICH THIS SECURITY IS BEING ISSUED. THE ~~SECURITIES EXCHANGE ACT~~ HOLDER OF ~~1934~~THIS SECURITY MAY OBTAIN THE PROJECTED PAYMENT SCHEDULE BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO MIRANT CORPORATION, ~~AS AMENDED (OR~~ 1155 PERIMETER CENTER WEST, ATLANTA, GEORGIA 30388, ATXXXXXXX: XXXXXXXXX XXXXXXXXX'X XXXXXX. THIS SECURITY AND ANY ~~SUCCESSOR RULE)). Exhibit B LEGEND “~~COMMON STOCK ISSUABLE UPON THE ~~SECURITIES REPRESENTED BY~~ CONVERSION OF THIS ~~CERTIFICATE~~ SECURITY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS ~~AMENDED, OR ANY STATE~~ AMENDED (THE "SECURITIES ~~LAWS~~ACT"), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF MIRANT CORPORATION THAT THIS SECURITY AND ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY MAY NOT BE OFFERED, SOLD, ~~TRANSFERRED~~ PLEDGED OR OTHERWISE ~~DISPOSED~~ TRANSFERRED EXCEPT (A)(1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF ~~UNLESS REGISTERED~~ RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ~~1933~~A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, ~~AS AMENDED~~(2) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), ~~AND ANY APPLICABLE STATE~~ (3) TO AN INSTITUTIONAL INVESTOR THAT IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ~~LAWS OR~~ ACT PURSUANT TO AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG BELONG ACQUISITION CORP. (THE “COMPANY”), BELONG ACQUISITION SPONSOR, LLC AND THE OTHER PARTIES THERETO, UNDER THE SECURITIES ~~REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD~~ ACT (IF AVAILABLE) OR ~~TRANSFERRED PRIOR~~ (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ~~DATE THAT IS THIRTY~~ SECURITIES ACT, AND (30B) ~~DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED~~ IN ~~SECTION 3~~ ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE ~~WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2~~ STATES OF THE ~~WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS~~UNITED STATES AND OTHER JURISDICTIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.” NoThe foregoing legend may be removed from this Security on satisfaction of the conditions specified in the Indenture. ~~Warrants~~MIRANT CORPORATION

Appears in 1 contract

Samples: Indenture (Mirant Corp)

Signature Guaranteed. ~~THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS~~1/ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular, ~~STOCKBROKERS~~without alteration, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE))enlargement or any change whatsoever. Exhibit B ~~LEGEND “THE SECURITIES REPRESENTED BY~~ FORM OF CLASS B CERTIFICATE EXHIBIT B THIS CERTIFICATE ~~HAVE~~ HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED, OR~~ AMENDED (THE "1933 ACT"). NEITHER THIS CERTIFICATE NOR ANY ~~STATE SECURITIES LAWS, AND~~ PORTION HEREOF MAY ~~NOT~~ BE OFFERED, SOLD, ~~TRANSFERRED~~ PLEDGED, OR OTHERWISE ~~DISPOSED~~ TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF ~~UNLESS REGISTERED UNDER~~ THE 1933 ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT AND THE SERIES 1999-ONE SUPPLEMENT THERETO REFERRED TO HEREIN. NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED TO AN EMPLOYEE BENEFIT PLAN, TRUST OR ACCOUNT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF ~~1933~~1974, AS AMENDED, ~~AND ANY APPLICABLE STATE SECURITIES LAWS~~ OR ~~AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER~~ DESCRIBED IN SECTION 4975(e)(1) OF THE ~~LETTER AGREEMENT BY AND AMONG BELONG ACQUISITION CORP~~INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~(THE “COMPANY”), BELONG ACQUISITION SPONSOR, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY~~ NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY ~~NOT~~ BE ~~SOLD~~ TRANSFERRED, ASSIGNED, EXCHANGED OR ~~TRANSFERRED PRIOR TO~~ OTHERWISE PLEDGED OR CONVEYED, EXCEPT IN ACCORDANCE WITH THE ~~DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT~~ POOLING AND SERVICING AGREEMENT AND SERIES 1999-ONE SUPPLEMENT REFERRED TO HEREIN~~) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS~~. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.” REGISTERED $__________ No. ~~Warrants~~R-__________ CUSIP No. COMPUCREDIT CREDIT CARD MASTER TRUST SERIES 1999-ONE CLASS B FLOATING RATE VARIABLE FUNDING CERTIFICATE Evidencing an undivided interest in certain assets of a trust, the corpus of which consists primarily of an interest in receivables generated from time to time in the ordinary course of business in a portfolio of consumer revolving credit card accounts serviced by COMPUCREDIT CORPORATION and other assets and interests constituting the Trust under the Pooling and Servicing Agreement referred to below. (Not an interest in or obligation of CompuCredit Corporation, CompuCredit Funding Corp. or any of their respective affiliates). This certifies that CompuCredit Funding Corp. (the "CLASS B CERTIFICATEHOLDER") is the registered owner of a fractional, undivided interest in certain assets of a trust (the "TRUST") created pursuant to the Pooling and Servicing Agreement, dated as of August 29, 1997 (the "AGREEMENT"), as supplemented by the Series 1999-One Supplement dated

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Compucredit Corp)

Signature Guaranteed. THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 ~~UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED~~ (OR ANY SUCCESSOR RULE)). ~~Exhibit~~ EXHIBIT B LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG ~~BELONG~~ XXXXX XXXXXXXX ACQUISITION CORP. (THE “COMPANY”), ~~BELONG ACQUISITION~~ XXXXX XXXXXXXX SPONSOR, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.~~” No. Warrants~~

Appears in 1 contract

Samples: Warrant Agreement

Signature Guaranteed. ~~THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS~~1 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, ~~STOCKBROKERS~~without alteration, ~~SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM~~enlargement or any change whatsoever. XXXXXXX X-0 FORM OF SERIES 2007-A ASSET BACKED VARIABLE FUNDING NOTE, ~~PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED~~ CLASS B THIS CLASS B NOTE (OR ~~ANY SUCCESSOR RULE)). Exhibit B LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED~~ ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED,~~ AMENDED (THE “SECURITIES ACT”). THIS CLASS B NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES ~~LAWS,~~ LAW OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ~~TRANSFERRED~~ PLEDGED OR OTHERWISE ~~DISPOSED~~ TRANSFERRED EXCEPT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF ~~UNLESS REGISTERED~~ THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS TO (1) NORDSTROM FSB OR ANY AFFILIATE THEREOF, (2) A PERSON WHO THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING THEREOF IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) IN COMPLIANCE WITH RULE 144A OR (3) A PERSON WHO IS AN INSTITUTIONAL “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT, IN EACH CASE IN COMPLIANCE WITH THE CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED IN THE SERIES 2007-A INDENTURE SUPPLEMENT REFERRED TO HEREIN. NONE OF ~~1933~~THE ISSUER, ~~AS AMENDED~~THE TRANSFEROR, THE TRANSFER AGENT AND REGISTRAR OR THE INDENTURE TRUSTEE IS OBLIGATED TO REGISTER THE CLASS B NOTES UNDER THE SECURITIES ACT OR ANY ~~APPLICABLE~~ OTHER STATE SECURITIES ~~LAWS OR~~ LAW. EACH PURCHASER REPRESENTS AND WARRANTS, FOR THE BENEFIT OF NORDSTROM CREDIT CARD MASTER NOTE TRUST II, NORDSTROM FSB AND NORDSTROM CREDIT CARD RECEIVABLES II LLC, THAT SUCH PURCHASER IS NOT (1) AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG BELONG ACQUISITION CORP. (THE “COMPANY”), BELONG ACQUISITION SPONSOR, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3 3(3) OF THE ~~WARRANT AGREEMENT REFERRED~~ EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) WHICH IS SUBJECT TO ~~HEREIN~~THE PROVISIONS OF ERISA, (2) ~~EXCEPT TO~~ A ~~PERMITTED TRANSFEREE~~ PLAN (AS DEFINED IN SECTION 2 4975(e)(1) OF THE ~~WARRANT AGREEMENT~~INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OTHER THAN A GOVERNMENTAL OR CHURCH PLAN DESCRIBED IN SECTION 4975(g)(2) ~~WHO AGREES IN WRITING WITH~~ OR (3) OF THE ~~COMPANY TO BE~~ CODE) WHICH IS SUBJECT TO ~~SUCH~~ SECTION 4975 OF THE CODE, OR (3) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE ENTITY (UNLESS REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED). NEITHER THIS CLASS B NOTE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED TO AN EMPLOYEE BENEFIT PLAN, TRUST OR ACCOUNT SUBJECT TO ERISA OR DESCRIBED IN SECTION 4975(e)(1) OF THE CODE. ANY TRANSFER ~~PROVISIONS~~OF A DIRECT OR INDIRECT INTEREST IN THIS CLASS B NOTE IS SUBJECT TO THE PROVISIONS OF THE INDENTURE AND SUBJECT TO CERTAIN LIMITATIONS THEREIN SET FORTH, INCLUDING SECTIONS 2.02 AND 8.07 OF THE INDENTURE SUPPLEMENT. ~~SECURITIES EVIDENCED~~ THE OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS B NOTE WILL BE REDUCED FROM TIME TO TIME BY DISTRIBUTIONS ON THIS ~~CERTIFICATE~~ CLASS B NOTE ALLOCABLE TO PRINCIPAL. IN ADDITION, THE PRINCIPAL BALANCE OF THIS CLASS B NOTE MAY BE INCREASED AT THE REQUEST OF THE TRANSFEROR SUBJECT TO CERTAIN TERMS AND ~~SHARES~~ CONDITIONS SET FORTH IN THE SERIES 2007-A INDENTURE SUPPLEMENT REFERRED TO HEREIN. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CLASS B NOTES, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS B NOTE MAY BE DIFFERENT FROM THE PRINCIPAL BALANCE SHOWN BELOW. ANYONE ACQUIRING THIS CLASS B NOTE MAY ASCERTAIN THE CURRENT OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS B NOTE BY INQUIRY OF THE INDENTURE TRUSTEE. ON THE DATE OF THE INITIAL ISSUANCE OF THE CLASS B NOTES, THE INDENTURE TRUSTEE IS WXXXX FARGO BANK, NATIONAL ASSOCIATION. PRINCIPAL BALANCE $26,100,000 REGISTERED No. R-1 NORDSTROM CREDIT CARD MASTER NOTE TRUST II SERIES 2007-A ASSET BACKED VARIABLE FUNDING NOTE, CLASS B Nordstrom Credit Card Master Note Trust II (herein referred to as the “Issuer” or the “Trust”), a Delaware statutory trust governed by the Amended and Restated Trust Agreement dated as of May 1, 2007, between Nordstrom Credit Card Receivables II LLC and Wilmington Trust Company, for value received, hereby promises to pay to Nordstrom Credit Card Receivables II LLC, or its registered assigns, subject to the following provisions, the principal sum of TWENTY-SIX MILLION ONE HUNDRED THOUSAND DOLLARS, or such greater or lesser amount as determined in accordance with the Indenture (as defined herein), on the Series 2007-A Final Maturity Date. The Issuer will pay interest on the unpaid principal amount of this Class B Note at the Class B Note Rate on each Distribution Date until the principal amount of this Class B Note is paid in full. Interest on this Class B Note will accrue at the Class B Note Rate for each Distribution Date from, and including, the prior Distribution Date on which interest has been paid to but excluding the current Distribution Date or, in the case of the first Distribution Date or if no interest has yet been paid, from, and including, May 2, 2007. Interest will be computed on the basis of a 360-day year and the actual number of days elapsed. Principal of this Class B Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Class B Note are payable in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts. Reference is made to the further provisions of this Class B Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Class B Note. Unless the certificate of authentication hereon has been executed by or on behalf of the Indenture Trustee, by manual signature, this Class B Note shall not be entitled to any benefit under the Indenture or the Indenture Supplement referred to on the reverse hereof, or be valid for any purpose. THIS CLASS B NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENT ON THE CLASS A ~~COMMON STOCK OF~~ NOTES TO THE ~~COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER~~ EXTENT SPECIFIED IN THE SERIES 2007-A ~~REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY~~INDENTURE SUPPLEMENT.~~” No. Warrants~~

Appears in 1 contract

Samples: Trust Agreement (Nordstrom Inc)

Signature Guaranteed. THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE ~~17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)~~17Ad-15). ~~Exhibit~~ EXHIBIT B LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG ~~BELONG~~ AFTERNEXT HEALTHTECH ACQUISITION CORP. (THE “COMPANY”), ~~BELONG ACQUISITION~~ AFTERNEXT HEALTHTECH SPONSOR, SERIES LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES ~~OF CLASS A COMMON STOCK~~ OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A THE REGISTRATION RIGHTS AGREEMENT ~~TO BE~~ EXECUTED BY THE COMPANY.~~” No. Warrants~~

Appears in 1 contract

Samples: Warrant Agreement (AfterNext HealthTech Acquisition Corp.)

Signature Guaranteed. ~~THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS~~8 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, ~~STOCKBROKERS~~without alteration, ~~SAVINGS AND~~ enlargement or any change whatsoever. EXHIBIT A–5 [FORM OF CLASS D NOTE] CAPITALSOURCE COMMERCIAL LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). Exhibit B LEGEND “THE SECURITIES REPRESENTED BY TRUST 2004-1 THIS ~~CERTIFICATE HAVE~~ NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER REQUIREMENTS OF LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN CERTIFICATED FORM TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE 501 (a)(1)–(3) OR (7) UNDER THE SECURITIES ACT) THAT IS ALSO A QUALIFIED PURCHASER FOR PURPOSES OF SECTION 3(c)(7) UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, PURCHASING FOR INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, IN EACH CASE, SUBJECT TO (A) THE RECEIPT BY THE INDENTURE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE INDENTURE AND (B) THE RECEIPT BY THE INDENTURE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE INDENTURE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER REQUIREMENTS OF LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION, (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (5) PURSUANT TO A VALID REGISTRATION STATEMENT. THE PURCHASE OF THIS NOTE WILL BE DEEMED A REPRESENTATION BY THE ACQUIRER THAT EITHER: (I) IT IS NOT, AND IS NOT PURCHASING THIS NOTE FOR, ON BEHALF OF OR WITH THE ASSETS OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF ERISA AND/OR SECTION 4975 OF THE CODE OR (II) THE PURCHASE AND HOLDING OF THIS NOTE BY THE ACQUIRER WILL NOT RESULT IN A NON EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE. [IF HELD BY DTC] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] [IF REGULATION S GLOBAL NOTE] [THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING AND THE ORIGINAL ISSUE DATE OF THE NOTES, MAY NOT BE OFFERED, SOLD, ~~TRANSFERRED~~ PLEDGED OR OTHERWISE ~~DISPOSED OF UNLESS REGISTERED UNDER~~ TRANSFERRED IN THE ~~SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS~~ UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.] THE PRINCIPAL OF THIS NOTE IS ~~AVAILABLE~~PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ~~IN ADDITION~~ACCORDINGLY, ~~SUBJECT~~ THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THE RIGHTS OF THE HOLDER OF THIS CLASS D NOTE TO ~~ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED~~ RECEIVE INTEREST ARE SUBORDINATED TO THE RIGHTS OF THE HOLDERS OF THE CLASS A-1 NOTES, THE CLASS A-2 NOTES, THE CLASS B NOTES AND THE CLASS C NOTES TO RECEIVE INTEREST AND THE RIGHTS OF THE HOLDERS OF THIS CLASS D NOTE TO RECEIVE PRINCIPAL ARE SUBORDINATED TO THE RIGHTS OF THE HOLDERS OF THE CLASS A-1 NOTES, THE CLASS A-2 NOTES, THE CLASS B NOTES AND THE CLASS C NOTES TO RECEIVE PRINCIPAL AND INTEREST TO THE EXTENT SET FORTH IN THE ~~LETTER AGREEMENT BY~~ SALE AND ~~AMONG BELONG ACQUISITION CORP~~SERVICING AGREEMENT. REGISTERED $ No. D- June [ ], 2004 SEE REVERSE FOR CERTAIN DEFINITIONS [144A CUSIP NO. ] [Reg S ISIN NO. ] [Reg S CUSIP No. ] [Common Code No. ] CapitalSource Commercial Loan Trust 2004-1, a statutory trust organized and existing under the laws of the State of Delaware (~~THE~~ herein referred to as the “~~COMPANY~~Issuer”), ~~BELONG ACQUISITION SPONSOR~~for value received, ~~LLC AND THE OTHER PARTIES THERETO~~hereby promises to pay to , ~~THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY~~ or registered assigns, the principal sum of DOLLARS payable on each Remittance Date in an amount equal to the result obtained by multiplying (30i) ~~DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION~~ a fraction, the numerator of which is the initial principal balance of this Class D Note and the denominator of which is the Initial Class D Principal Balance by (~~AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN~~ii) ~~EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS~~the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class D Notes pursuant to Section 3.05 of the Indenture. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANYThe principal of and interest on this Class D Note are payable in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Class D Note shall be applied first to interest due and payable on this Class D Note as provided above and then to the unpaid principal of this Class D Note. Reference is made to the further provisions of this Class D Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Class D Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Class D Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.~~” No. Warrants~~

Appears in 1 contract

Samples: Indenture (Capitalsource Inc)

Signature Guaranteed. ~~THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND~~ XXXXXXX X-0 [FORM OF CLASS D NOTE] ACAS BUSINESS LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). Exhibit B LEGEND “THE SECURITIES REPRESENTED BY TRUST 2006-1 THIS ~~CERTIFICATE HAVE~~ NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED~~AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE. PROSPECTIVE INVESTORS ARE HEREBY NOTIFIED THAT THE SELLERS OF INTERESTS IN THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”) WHO IS ALSO A QUALIFIED PURCHASER FOR PURPOSES OF SECTION 3(c)(7) UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (A “QUALIFIED PURCHASER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB WHO IS A QUALIFIED PURCHASER, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (B) IN CERTIFICATED FORM TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE 501(a)(1)-(3) OR (7) UNDER THE SECURITIES ACT) WHO IS ALSO A QUALIFIED PURCHASER PURCHASING FOR INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, IN EACH CASE SUBJECT TO (X) THE RECEIPT BY THE INDENTURE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE INDENTURE AND (Y) THE RECEIPT BY THE INDENTURE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE INDENTURE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION, (2) TO A QUALIFIED PURCHASER IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (4) PURSUANT TO A VALID REGISTRATION STATEMENT. THE ACQUISITION OF THIS NOTE WILL BE DEEMED A REPRESENTATION OF THE ACQUIROR THAT EITHER: (I) IT IS NOT, AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING OR HOLDING THIS NOTE OR ANY INTEREST THEREIN, FOR, ON BEHALF OF OR WITH ANY ASSETS OF, AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) OR OTHER ARRANGEMENT THAT IS SUBJECT TO TITLE I OF ERISA, OR A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (COLLECTIVELY, A “PLAN”), OR OTHER PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”); OR (II) ITS ACQUISITION AND HOLDING OF THIS NOTE OR ANY INTEREST THEREIN WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. SUCH REPRESENTATION SHALL BE DEEMED MADE ON EACH DAY FROM THE DATE ON WHICH SUCH INVESTOR OR TRANSFEREE ACQUIRES ITS INTEREST IN THIS NOTE THROUGH AND INCLUDING THE DATE ON WHICH SUCH INVESTOR OR TRANSFEREE DISPOSES OF ITS INTEREST IN THIS NOTE. [IF HELD BY DEPOSITORY] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] [IF REGULATION S GLOBAL NOTE] [THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING AND THE ORIGINAL ISSUE DATE OF THE NOTES, MAY NOT BE OFFERED, SOLD, ~~TRANSFERRED~~ PLEDGED OR OTHERWISE ~~DISPOSED OF UNLESS REGISTERED UNDER~~ TRANSFERRED IN THE ~~SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS~~ UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.] THE PRINCIPAL OF THIS NOTE IS ~~AVAILABLE~~PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ~~IN ADDITION~~ACCORDINGLY, ~~SUBJECT~~ THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THE RIGHTS OF THE HOLDER OF THIS CLASS D NOTE TO ~~ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED~~ RECEIVE INTEREST ARE SUBORDINATED TO THE RIGHTS OF THE HOLDERS OF THE CLASS A NOTES, THE CLASS B NOTES AND THE CLASS C NOTES TO RECEIVE INTEREST AND THE RIGHTS OF THE HOLDERS OF THIS CLASS D NOTE TO RECEIVE PRINCIPAL ARE SUBORDINATED TO THE RIGHTS OF THE HOLDERS OF THE CLASS A NOTES, THE CLASS B NOTES AND THE CLASS C NOTES TO RECEIVE PRINCIPAL AND INTEREST TO THE EXTENT SET FORTH IN THE ~~LETTER AGREEMENT BY~~ TRANSFER AND ~~AMONG BELONG ACQUISITION CORP~~SERVICING AGREEMENT. REGISTERED $ No. D- July 28, 2006 SEE REVERSE FOR CERTAIN DEFINITIONS ACAS Business Loan Trust 2006-1, a statutory trust organized and existing under the laws of the State of Delaware (~~THE~~ herein referred to as the “~~COMPANY~~Issuer”), ~~BELONG ACQUISITION SPONSOR~~for value received, ~~LLC AND THE OTHER PARTIES THERETO~~hereby promises to pay to , ~~THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY~~ or registered assigns, the principal sum of DOLLARS payable in accordance with the Indenture and the Transfer and Servicing Agreement on each Payment Date in an amount equal to the result obtained by multiplying (30i) ~~DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION~~ a fraction the numerator of which is the initial principal balance of this Class D Note and the denominator of which is the Initial Class D Principal Balance by (~~AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN~~ii) ~~EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS~~the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class D Note; provided that the entire unpaid principal amount of this Class D Note shall be due and payable on the earlier of the Legal Final Maturity Date and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture and, if any amounts are available therefor in connection with an Optional Repurchase, the Repurchase Date pursuant to Section 10.02 of the Indenture. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANYThe principal of and interest on this Class D Note are payable in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Class D Note shall be applied first to interest due and payable on this Class D Note as provided above and then to the unpaid principal of this Class D Note. Reference is made to the further provisions of this Class D Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Class D Note. Unless the Class D Note of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Class D Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.~~” No. Warrants~~

Appears in 1 contract

Samples: Indenture (American Capital Strategies LTD)

Signature Guaranteed. ~~THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS~~1 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, ~~STOCKBROKERS~~without alteration, ~~SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM~~enlargement or any change whatsoever. XXXXXXX X-0 FORM OF SERIES 2007-A ASSET BACKED VARIABLE FUNDING NOTE, ~~PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED~~ CLASS B THIS CLASS B NOTE (OR ~~ANY SUCCESSOR RULE)). Exhibit B LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED~~ ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED,~~ AMENDED (THE “SECURITIES ACT”). THIS CLASS B NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES ~~LAWS,~~ LAW OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ~~TRANSFERRED~~ PLEDGED OR OTHERWISE ~~DISPOSED~~ TRANSFERRED EXCEPT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF ~~UNLESS REGISTERED~~ THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS TO (1) NORDSTROM FSB OR ANY AFFILIATE THEREOF, (2) A PERSON WHO THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING THEREOF IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) IN COMPLIANCE WITH RULE 144A OR (3) A PERSON WHO IS AN INSTITUTIONAL “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT, IN EACH CASE IN COMPLIANCE WITH THE CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED IN THE AMENDED AND RESTATED SERIES 2007-A INDENTURE SUPPLEMENT REFERRED TO HEREIN. NONE OF ~~1933~~THE ISSUER, ~~AS AMENDED~~THE TRANSFEROR, THE TRANSFER AGENT AND REGISTRAR OR THE INDENTURE TRUSTEE IS OBLIGATED TO REGISTER THE CLASS B NOTES UNDER THE SECURITIES ACT OR ANY ~~APPLICABLE~~ OTHER STATE SECURITIES ~~LAWS OR~~ LAW. EACH PURCHASER REPRESENTS AND WARRANTS, FOR THE BENEFIT OF NORDSTROM CREDIT CARD MASTER NOTE TRUST II, NORDSTROM FSB AND NORDSTROM CREDIT CARD RECEIVABLES II LLC, THAT SUCH PURCHASER IS NOT (1) AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG BELONG ACQUISITION CORP. (THE “COMPANY”), BELONG ACQUISITION SPONSOR, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3 3(3) OF THE ~~WARRANT AGREEMENT REFERRED~~ EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) WHICH IS SUBJECT TO ~~HEREIN~~THE PROVISIONS OF ERISA, (2) ~~EXCEPT TO~~ A ~~PERMITTED TRANSFEREE~~ PLAN (AS DEFINED IN SECTION 2 4975(e)(1) OF THE ~~WARRANT AGREEMENT~~INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OTHER THAN A GOVERNMENTAL OR CHURCH PLAN DESCRIBED IN SECTION 4975(g)(2) ~~WHO AGREES IN WRITING WITH~~ OR (3) OF THE ~~COMPANY TO BE~~ CODE) WHICH IS SUBJECT TO ~~SUCH~~ SECTION 4975 OF THE CODE, OR (3) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE ENTITY (UNLESS REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED). NEITHER THIS CLASS B NOTE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED TO AN EMPLOYEE BENEFIT PLAN, TRUST OR ACCOUNT SUBJECT TO ERISA OR DESCRIBED IN SECTION 4975(e)(1) OF THE CODE. ANY TRANSFER ~~PROVISIONS~~OF A DIRECT OR INDIRECT INTEREST IN THIS CLASS B NOTE IS SUBJECT TO THE PROVISIONS OF THE INDENTURE AND SUBJECT TO CERTAIN LIMITATIONS THEREIN SET FORTH, INCLUDING SECTIONS 2.02 AND 8.07 OF THE INDENTURE SUPPLEMENT. ~~SECURITIES EVIDENCED~~ THE OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS B NOTE WILL BE REDUCED FROM TIME TO TIME BY DISTRIBUTIONS ON THIS ~~CERTIFICATE~~ CLASS B NOTE ALLOCABLE TO PRINCIPAL. IN ADDITION, THE PRINCIPAL BALANCE OF THIS CLASS B NOTE MAY BE INCREASED AT THE REQUEST OF THE TRANSFEROR SUBJECT TO CERTAIN TERMS AND ~~SHARES~~ CONDITIONS SET FORTH IN THE AMENDED AND RESTATED SERIES 2007-A INDENTURE SUPPLEMENT REFERRED TO HEREIN. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CLASS B NOTES, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS B NOTE MAY BE DIFFERENT FROM THE PRINCIPAL BALANCE SHOWN BELOW. ANYONE ACQUIRING THIS CLASS B NOTE MAY ASCERTAIN THE CURRENT OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS B NOTE BY INQUIRY OF THE INDENTURE TRUSTEE. ON THE DATE OF THE INITIAL ISSUANCE OF THE CLASS B NOTES, THE INDENTURE TRUSTEE IS XXXXX FARGO BANK, NATIONAL ASSOCIATION. PRINCIPAL BALANCE $97,403,629.61 REGISTERED No. R-1 NORDSTROM CREDIT CARD MASTER NOTE TRUST II SERIES 2007-A ASSET BACKED VARIABLE FUNDING NOTE, CLASS B Nordstrom Credit Card Master Note Trust II (herein referred to as the “Issuer” or the “Trust”), a Delaware statutory trust governed by the Amended and Restated Trust Agreement dated as of May 1, 2007, between Nordstrom Credit Card Receivables II LLC and Wilmington Trust Company, for value received, hereby promises to pay to Nordstrom Credit Card Receivables II LLC, or its registered assigns, subject to the following provisions, the principal sum of NINETY SEVEN MILLION FOUR HUNDRED THREE THOUSAND SIX HUNDRED TWENTY NINE DOLLARS AND SIXTY ONE CENTS, or such greater or lesser amount as determined in accordance with the Indenture (as defined herein), on the Series 2007-A Final Maturity Date. The Issuer will pay interest on the unpaid principal amount of this Class B Note at the Class B Note Rate on each Distribution Date until the principal amount of this Class B Note is paid in full. Interest on this Class B Note will accrue at the Class B Note Rate for each Distribution Date from, and including, the prior Distribution Date on which interest has been paid to but excluding the current Distribution Date or, in the case of the first Distribution Date or if no interest has yet been paid, from, and including, November 13, 2009. Interest will be computed on the basis of a 360-day year and the actual number of days elapsed. Principal of this Class B Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Class B Note are payable in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts. Reference is made to the further provisions of this Class B Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Class B Note. Unless the certificate of authentication hereon has been executed by or on behalf of the Indenture Trustee, by manual signature, this Class B Note shall not be entitled to any benefit under the Indenture or the Indenture Supplement referred to on the reverse hereof, or be valid for any purpose. THIS CLASS B NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENT ON THE CLASS A ~~COMMON STOCK OF~~ NOTES TO THE ~~COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER~~ EXTENT SPECIFIED IN THE AMENDED AND RESTATED SERIES 2007-A ~~REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY~~INDENTURE SUPPLEMENT.~~” No. Warrants~~

Appears in 1 contract

Samples: Transfer and Servicing Agreement (Nordstrom Inc)

Signature Guaranteed. IF NONE OF THE ~~SIGNATURE(S) SHOULD~~ FOREGOING BOXES IS CHECKED, THE TRUSTEE SHALL NOT BE ~~GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS~~OBLIGATED TO REGISTER THIS SECURITY IN THE NAME OF ANY PERSON OTHER THAN THE HOLDER HEREOF UNLESS AND UNTIL THE CONDITIONS TO ANY SUCH TRANSFER OF REGISTRATION SET FORTH HEREIN, ~~STOCKBROKERS~~ON THE FACE HEREOF AND IN THE TRANSACTION DOCUMENTS, ~~SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM~~SHALL HAVE BEEN SATISFIED. SERIES 1997-1 SUPPLEMENT 62 EXHIBIT A-3 FORM OF SUBORDINATED TRANSFEROR CERTIFICATE ----------- --, ~~PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). Exhibit B LEGEND “THE SECURITIES REPRESENTED BY~~ ---- REGISTERED Variable Principal Amount* THIS CERTIFICATE ~~HAVE~~ HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED, OR ANY STATE~~ AMENDED (THE "SECURITIES ~~LAWS~~ACT"), AND MAY NOT BE ~~OFFERED, SOLD, TRANSFERRED~~ OFFERED OR ~~OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR~~ SOLD EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION ~~IS AVAILABLE~~REQUIREMENTS OF THE SECURITIES ACT. Certificate No. __ SERIES 1997-1 SUBORDINATED TRANSFEROR FLOATING RATE CERTIFICATE THIS CERTIFICATE REPRESENTS AN UNDIVIDED INTEREST IN ~~ADDITION~~CERTAIN ASSETS OF THE ELDEX-XXXXXXX XXXTER TRUST the corpus of which consists primarily of certain receivables generated from time to time by The Eldex-Xxxxxxx Xxxres Corp. (the "COMPANY") which are then purchased by The El-Bee Chargit Corp. ("CHARGIT") (together, ~~SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG BELONG ACQUISITION CORP.~~ the "ORIGINATORS") and then purchased by The El-Bee Receivables Corporation (~~THE “COMPANY”~~the "TRANSFEROR"), ~~BELONG ACQUISITION SPONSOR~~from the Originators, ~~LLC~~ which in turn transfers and assigns such receivables to The Eldex-Xxxxxxx Xxxter Trust pursuant to the Pooling and Servicing Agreement, dated as of December 30, 1997, among the Transferor, Chargit, as Servicer, and Bankers Trust Company, as Trustee (as amended, supplemented or otherwise modified from time to time, the "POOLING AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT SERVICING AGREEMENT~~) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS~~"; capitalized terms used herein and not otherwise defined herein are used herein as therein defined). SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANYThis Certificate --------------------------------------- * Denominations of $5,000,000 and multiples of $1,000 in excess thereof.~~” No. Warrants~~

Appears in 1 contract

Samples: Elder Beerman Stores Corp

Signature Guaranteed. ~~THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION~~ Participant in a Recognized Signature Guarantee Medallion Program By: --------------------------------- Authorized Signatory A-12 SCHEDULE OF INCREASES AND DECREASES OF GLOBAL SECURITY Initial Principal Amount of Global Security: ONE HUNDRED THIRTY FIVE MILLION Dollars (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)$135,000,000). ~~Exhibit~~ Amount of Amount of Principal Amount Increase in Decrease in of Global Security Notation by Principal Amount Principal Amount After Increase Registrar or Date of Global Security of Global Security or Decrease Security Custodian ---- ------------------ ------------------ ------------------ ------------------ EXHIBIT B ~~LEGEND “~~[FORM OF FACE OF CERTIFICATED SECURITY] [THIS DEBENTURE AND ANY COMMON SHARES ISSUABLE UPON THE ~~SECURITIES REPRESENTED BY~~ CONVERSION OF THIS ~~CERTIFICATE~~ DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS ~~AMENDED, OR ANY STATE~~ AMENDED (THE "SECURITIES ~~LAWS~~ACT"), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS DEBENTURE IS HEREBY NOTIFIED THAT THE SELLER OF THIS DEBENTURE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THIS DEBENTURE AND ANY COMMON SHARES ISSUABLE UPON THE CONVERSION OF THIS DEBENTURE MAY NOT BE OFFERED, SOLD, ~~TRANSFERRED~~ PLEDGED OR OTHERWISE ~~DISPOSED~~ TRANSFERRED EXCEPT (A)(1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF ~~UNLESS REGISTERED~~ RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ~~1933~~A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, ~~AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR~~ (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (3) TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. THIS DEBENTURE, ANY COMMON SHARES ISSUABLE UPON ITS CONVERSION AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS DEBENTURE AND ANY SUCH SHARES TO REFLECT ANY CHANGE IN ~~ADDITION, SUBJECT~~ APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS DEBENTURE AND ANY SUCH SHARES SHALL BE DEEMED BY THE ACCEPTANCE OF THIS DEBENTURE AND ANY SUCH SHARES TO HAVE AGREED TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG BELONG ACQUISITION CORP. (THE “COMPANY”), BELONG ACQUISITION SPONSOR, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD SUCH AMENDMENT OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY SUPPLEMENT.] [RESTRICTED LEGEND TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.” No. WarrantsINCLUDED SO LONG AS RESTRICTED GLOBAL SECURITY] INVACARE CORPORATION

Appears in 1 contract

Samples: Invacare Corp

Signature Guaranteed. ~~THE SIGNATURE(S~~1 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note, without alteration, enlargement or any change whatsoever. INCREASES AND DECREASES Date Unpaid Principal Amount Subfacility Increase Subfacility Decrease Total Series 2006-1 Class A-1 Note Rate Interest Period (if applicable) ~~SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION~~ Notation Made By EXHIBIT A-1-3 FORM OF SERIES 2006-1 VARIABLE FUNDING SENIOR NOTES, CLASS A-1 SUBCLASS: SERIES 2006-1 CLASS A-1 L/C NOTE THIS SERIES 2006-1 VARIABLE FUNDING SENIOR NOTE, CLASS A-1 (~~BANKS~~THIS “NOTE”), ~~STOCKBROKERS~~WHICH IS A SERIES 2006-1 CLASS A-1 L/C NOTE, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). Exhibit B LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS ~~AMENDED~~AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE ~~SECURITIES LAWS~~OR OTHER RELEVANT JURISDICTION, AND NONE OF SONIC CAPITAL LLC, SONIC INDUSTRIES FRANCHISING LLC, AMERICA’S DRIVE-IN HOLDING INC., AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, AMERICA’S DRIVE-IN RESTAURANTS LLC, SRI REAL ESTATE HOLDING LLC AND SRI REAL ESTATE PROPERTIES LLC (THE “CO-ISSUERS”) HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). THIS NOTE AND ANY INTEREST HEREIN MAY ~~NOT~~ BE OFFERED, SOLD, ~~TRANSFERRED~~ PLEDGED OR OTHERWISE ~~DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT~~ TRANSFERRED ONLY TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG BELONG ACQUISITION CORP. (THE “COMPANY”), BELONG ACQUISITION SPONSOR, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY PERSONS WHO ARE NOT ~~BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION~~ COMPETITORS (AS DEFINED IN ~~SECTION 3~~ THE INDENTURE), UNLESS THE CO-ISSUERS GIVE WRITTEN CONSENT TO SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER, AND IN ACCORDANCE WITH THE PROVISIONS OF THE ~~WARRANT AGREEMENT REFERRED~~ CLASS A-1 NOTE PURCHASE AGREEMENT, DATED AS OF DECEMBER 20, 2006 BY AND AMONG THE CO-ISSUERS, SONIC INDUSTRIES SERVICES INC., AS THE SERVICER, THE SERIES 2006-1 CLASS A-1 INVESTORS, THE SERIES 2006-1 NOTEHOLDERS, THE SERIES 2006-1 SUBFACILITY LENDERS AND XXXXXX COMMERCIAL PAPER INC., AS ADMINISTRATIVE AGENT. THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN AND SUBJECT TO SUBFACILITY INCREASES AND SUBFACILITY DECREASES AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ALL L/C OBLIGATIONS RELATING TO LETTERS OF CREDIT ISSUED BY THE HOLDER OF THIS NOTE (WHETHER IN RESPECT OF UNDRAWN L/C FACE AMOUNTS OR UNREIMBURSED L/C DRAWINGS) ~~EXCEPT~~ SHALL BE DEEMED TO ~~A PERMITTED TRANSFEREE (AS DEFINED~~ BE PRINCIPAL OUTSTANDING UNDER THIS NOTE FOR ALL PURPOSES OF THIS AGREEMENT, THE INDENTURE AND THE OTHER RELATED DOCUMENTS OTHER THAN, IN ~~SECTION 2~~ THE CASE OF UNDRAWN L/C FACE AMOUNTS, FOR PURPOSES OF ACCRUAL OF INTEREST. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE ~~WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS~~TRUSTEE. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.” REGISTERED No. ~~Warrants~~X-X- up to $ [_____________ ] SEE REVERSE FOR CERTAIN CONDITIONS SONIC CAPITAL LLC, SONIC INDUSTRIES FRANCHISING LLC, AMERICA’S DRIVE-IN HOLDING INC., AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, AMERICA’S DRIVE-IN RESTAURANTS LLC, SRI REAL ESTATE HOLDING LLC and SRI REAL ESTATE PROPERTIES LLC SERIES 2006-1 VARIABLE FUNDING SENIOR NOTES, CLASS A-1 SUBCLASS: SERIES 2006-1 CLASS A-1 L/C NOTE SONIC CAPITAL LLC, a limited liability company formed under the laws of the State of Delaware, SONIC INDUSTRIES FRANCHISING LLC, a limited liability company formed under the laws of the State of Delaware, AMERICA’S DRIVE-IN HOLDING INC., a corporation incorporated under the laws of the State of Kansas, AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, a limited liability company formed under the laws of the State of Kansas, AMERICA’S DRIVE-IN RESTAURANTS LLC, a limited liability company formed under the laws of the State of Kansas, SRI REAL ESTATE HOLDING LLC, a limited liability company formed under the laws of the State of Delaware and SRI REAL ESTATE PROPERTIES LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to, collectively, as the “Co-Issuers”), for value received, hereby jointly and severally promise to pay to [ ] or registered assigns, up to the principal sum of [ ] DOLLARS ($[ ]) or such lesser amount as shall equal the portion of the Series 2006-1 Class A-1 Outstanding Principal Amount evidenced by this Note as provided in the Indenture and the Series 2006-1 Class A-1 Note Purchase Agreement. Payments of principal shall be payable in the amounts and at the times set forth in the Indenture described herein; provided, however, that the entire unpaid principal amount of this Note shall be due on December 20, 2031 (the “Series 2006-1 Legal Final Maturity Date”). The initial outstanding principal amount of this Note shall equal the Series 2006-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount. Pursuant to the Series 2006-1 Class A-1 Note Purchase Agreement and the Series 2006-1 Supplement, the principal amount of this Note may be subject to Subfacility Increases or Subfacility Decreases on any Business Day during the Commitment Term, and principal with respect to the Series 2006-1 Class A-1 Notes may be paid earlier than the Series 2006-1 Legal Final Maturity Date as described in the Indenture. The Co-Issuers will pay interest on this Series 2006-1 Class A-1 L/C Note (this “Note”) at the Series 2006-1 Class A-1 Note Rate and the Series 2006-1 Class A-1 Insured L/C Fees, in each case, for each Interest Period in accordance with the terms of the Indenture. Such amounts due on this Note will be payable in arrears on each Payment Date, which will be on the 20th day (or, if such 20th day is not a Business Day, the next succeeding Business Day) of each calendar month, commencing February 20, 2007 (each, a “Payment Date”). Such amounts due on this Note will accrue for each Payment Date with respect to (i) initially, the period from and including December 20, 2006 to but excluding the day that is two (2) Business Days prior to the first Accounting Date and (ii) thereafter, any period commencing on and including the day that is two (2) Business Days prior to an Accounting Date and ending on but excluding the day that is two (2) Business Days prior to the next succeeding Accounting Date (each, an “Interest Period”). Such amounts due on this Note with respect to the Note (and interest on any defaulted payments of amounts due on this Note at the same rate) will be computed in accordance with the Indenture. In addition, under the circumstances set forth in the Indenture, the Co-Issuers shall also pay contingent uninsured interest and fees on this Note at the Series 2006-1 Class A-1 Monthly Post-ARD Contingent Uninsured Interest Rate and such contingent uninsured interest and fees shall be computed and shall be payable in the amounts and at the times set forth in the Indenture. In addition to and not in limitation of the foregoing and the provisions of the Indenture and the Series 2006-1 Class A-1 Note Purchase Agreement, the Co-Issuers further jointly and severally agree to pay to the holder of this Note such holder’s portion of the other fees, costs and expense reimbursements, indemnification amounts and other amounts, if any, due and payable in accordance with the Indenture and the Series 2006-1 Class A-1 Note Purchase Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date and amount of each Increase and Decrease with respect thereto and the Series 2006-1 Class A-1 Note Rate applicable thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Co-Issuers in respect of the Series 2006-1 Class A-1 Outstanding Principal Amount. The amounts due on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Co-Issuers with respect to this Note shall be applied as provided in the Indenture. This Note is subject to mandatory and optional prepayment as set forth in the Indenture. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Co-Issuers and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: Citibank, N.A., 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Agency and Trust – Sonic Series 2006-1. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture. Subject to the next following paragraph, the Co-Issuers hereby certify and declare that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Co-Issuers enforceable in accordance with its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the terms of the Indenture. Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Sonic Corp

Signature Guaranteed. THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). ~~Exhibit~~ EXHIBIT B LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG ~~BELONG ACQUISITION~~ EMPOWERMENT & INCLUSION CAPITAL I CORP. (THE “COMPANY”), ~~BELONG ACQUISITION SPONSOR, LLC~~ JEFFERIES FINANCIAL GROUP INC. AND PNC INVESTMENT CAPITAL CORP. AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.~~” No. Warrants~~

Appears in 1 contract

Samples: Warrant Agreement (Empowerment & Inclusion Capital I Corp.)

Signature Guaranteed. ~~THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS~~6 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, ~~STOCKBROKERS~~without alteration, ~~SAVINGS AND~~ enlargement or any change whatsoever. EXHIBIT A–4 [FORM OF CLASS C NOTE] CAPITALSOURCE COMMERCIAL LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). Exhibit B LEGEND “THE SECURITIES REPRESENTED BY TRUST 2005-1 THIS ~~CERTIFICATE HAVE~~ NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER REQUIREMENTS OF LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN CERTIFICATED FORM TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE 501 (a)(1)–(3) OR (7) UNDER THE SECURITIES ACT) THAT IS ALSO A QUALIFIED PURCHASER FOR PURPOSES OF SECTION 3(c)(7) UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, PURCHASING FOR INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, IN EACH CASE, SUBJECT TO (A) THE RECEIPT BY THE INDENTURE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE INDENTURE AND (B) THE RECEIPT BY THE INDENTURE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE INDENTURE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER REQUIREMENTS OF LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION, (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (5) PURSUANT TO A VALID REGISTRATION STATEMENT. THE PURCHASE OF THIS NOTE WILL BE DEEMED A REPRESENTATION BY THE ACQUIRER THAT EITHER: (I) IT IS NOT, AND IS NOT ACQUIRING OR HOLDING THIS NOTE, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR WITH ANY ASSETS OF, AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA THAT IS SUBJECT TO TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE CODE (COLLECTIVELY, A “PLAN”),OR OTHER PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”); OR (II) ITS ACQUISITION AND HOLDING OF THIS NOTE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (COLLECTIVELY, “PLAN”),OR OTHER PLAN OR A VIOLATION OF SIMILAR LAW. [IF HELD BY DTC] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] [IF REGULATION S GLOBAL NOTE] [THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING AND THE ORIGINAL ISSUE DATE OF THE NOTES, MAY NOT BE OFFERED, SOLD, ~~TRANSFERRED~~ PLEDGED OR OTHERWISE ~~DISPOSED OF UNLESS REGISTERED UNDER~~ TRANSFERRED IN THE ~~SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS~~ UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.] THE PRINCIPAL OF THIS NOTE IS ~~AVAILABLE~~PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ~~IN ADDITION~~ACCORDINGLY, ~~SUBJECT~~ THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THE RIGHTS OF THE HOLDER OF THIS CLASS C NOTE TO ~~ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED~~ RECEIVE INTEREST ARE SUBORDINATED TO THE RIGHTS OF THE HOLDERS OF THE CLASS A-1 NOTES, THE CLASS A-2 NOTES AND THE CLASS B NOTES TO RECEIVE INTEREST AND THE RIGHTS OF THE HOLDERS OF THIS CLASS C NOTE TO RECEIVE PRINCIPAL ARE SUBORDINATED TO THE RIGHTS OF THE HOLDERS OF THE CLASS A-1 NOTES, THE CLASS A-2 NOTES AND THE CLASS B NOTES TO RECEIVE PRINCIPAL AND INTEREST TO THE EXTENT SET FORTH IN THE ~~LETTER AGREEMENT BY~~ SALE AND ~~AMONG BELONG ACQUISITION CORP~~SERVICING AGREEMENT. REGISTERED $ No. C– [ ][___],2005 SEE REVERSE FOR CERTAIN DEFINITIONS [144A CUSIP NO. ] [Reg S CUSIP No. ] [Reg S CUSIP No. ] [Common Code No. ] CapitalSource Commercial Loan Trust 2005-1, a statutory trust organized and existing under the laws of the State of Delaware (~~THE~~ herein referred to as the “~~COMPANY~~Issuer”), ~~BELONG ACQUISITION SPONSOR~~for value received, ~~LLC AND THE OTHER PARTIES THERETO~~hereby promises to pay to , ~~THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY~~ or registered assigns, the principal sum of DOLLARS payable on each Remittance Date in an amount equal to the result obtained by multiplying (30i) ~~DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION~~ a fraction, the numerator of which is the initial principal balance of this Class C Note and the denominator of which is the Initial Class C Principal Balance by (~~AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN~~ii) ~~EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS~~the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class C Notes pursuant to Section 3.05 of the Indenture. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANYThe principal of and interest on this Class C Note are payable in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Class C Note shall be applied first to interest due and payable on this Class C Note as provided above and then to the unpaid principal of this Class C Note. Reference is made to the further provisions of this Class C Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Class C Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Class C Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.~~” No. Warrants~~

Appears in 1 contract

Samples: Indenture (Capitalsource Inc)

Signature Guaranteed. THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 ~~UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED~~ (OR ANY SUCCESSOR RULE)). ~~Exhibit~~ EXHIBIT B LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG BELONG ACQUISITION CORP. (THE “COMPANY”), BELONG ACQUISITION SPONSOR, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH REGALWOOD GLOBAL ENERGY LTD. (THE ~~COMPANY~~ ‘COMPANY’) COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.” No. Warrants

Appears in 1 contract

Samples: Warrant Agreement (Regalwood Global Energy Ltd.)

Signature Guaranteed. Participant in a Recognized Signature Guarantee Medallion Program By: ---------------------------------- Authorized Signatory A-14 SCHEDULE OF INCREASES AND DECREASES OF GLOBAL SECURITY Initial Principal Amount of Global Security: ($ ). ------------ ----------- Amount of Amount of Principal Increase in Decrease in Amount of Notation by Principal Principal Global Security Registrar or Amount of Amount of After Increase or Security Date Global Security Global Security Decrease Custodian ---- --------------- --------------- ----------------- ------------- EXHIBIT B [FORM OF FACE OF CERTIFICATED SECURITY] FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE ~~SIGNATURE(S) SHOULD BE GUARANTEED BY~~ INTERNAL REVENUE CODE, THIS SECURITY IS ISSUED WITH AN ~~ELIGIBLE GUARANTOR INSTITUTION (BANKS~~INDETERMINATE AMOUNT OF ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE DATE IS JUNE 18, ~~STOCKBROKERS, SAVINGS~~ 2002 AND ~~LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,~~ THE YIELD TO MATURITY FOR PURPOSE OF ACCRUING ORIGINAL ISSUE DISCOUNT IS 8.50% PER ANNUM. PURSUANT TO ~~RULE 17Ad-15 UNDER~~ SECTION 4.7 OF THE INDENTURE, ODYSSEY RE HOLDINGS CORP. AGREES, AND BY ACCEPTANCE OF A BENEFICIAL OWNERSHIP INTEREST IN THE SECURITY, EACH BENEFICIAL HOLDER OF THE SECURITIES ~~EXCHANGE ACT OF 1934~~WILL BE DEEMED TO HAVE AGREED, ~~AS AMENDED~~ FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, (~~OR ANY SUCCESSOR RULE)). Exhibit B LEGEND “~~i) TO TREAT THE SECURITIES ~~REPRESENTED~~ AS INDEBTEDNESS THAT IS SUBJECT TO SECTION 1.1275-4 OF THE UNITED STATES TREASURY REGULATIONS (THE "CONTINGENT PAYMENT DEBT REGULATIONS") AND, FOR PURPOSES OF THE CONTINGENT PAYMENT REGULATIONS, TO TREAT THE FAIR MARKET VALUE OF ANY STOCK BENEFICIALLY RECEIVED BY A BENEFICIAL HOLDER UPON ANY CONVERSION OF THE DEBENTURES AS A CONTINGENT PAYMENT, AND (ii) TO BE BOUND BY THE COMPANY'S DETERMINATION OF THE "COMPARABLE YIELD" AND "PROJECTED PAYMENT SCHEDULE," WITHIN THE MEANING OF THE CONTINGENT PAYMENT REGULATIONS, WITH RESPECT TO THE DEBENTURES. THE COMPANY'S DETERMINATION OF THE "COMPARABLE YIELD" IS 8.50% PER ANNUM, COMPOUNDED SEMIANNUALLY. YOU MAY OBTAIN THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE, YIELD TO MATURITY, COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE FOR THE SECURITY BY TELEPHONING ODYSSEY RE HOLDINGS CORP. INVESTOR RELATIONS DEPARTMENT AT (212) 978-4700 OR SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION XX: XXXXXXX XE HOLDINGS CORP, 300 FIRST STAMFORD PLACE, STAMFORD, CT 06902, ATTENTION: CHIEF FINAXXXXX XXXXXXX. XXX XXXXXXXX XXXXXXXXX BY THIS CERTIFICATE ~~HAVE~~ HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED,~~ AMENDED (THE "SECURITIES ACT OF 1933") OR ANY STATE SECURITIES LAWS, AND MAY NOT BE ~~OFFERED, SOLD, TRANSFERRED~~ OFFERED OR ~~OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933,~~ SOLD EXCEPT AS ~~AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED~~ SET FORTH IN THE ~~LETTER AGREEMENT~~ FOLLOWING SENTENCE BY ~~AND AMONG BELONG~~ ACQUISITION ~~CORP. (THE “COMPANY”), BELONG ACQUISITION SPONSOR, LLC AND THE OTHER PARTIES THERETO~~HEREOF, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.” No. WarrantsHOLDER:

Appears in 1 contract

Samples: Indenture (Odyssey Re Holdings Corp)

Signature Guaranteed. ~~THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS~~10 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, ~~STOCKBROKERS~~without alteration, ~~SAVINGS AND~~ enlargement or any change whatsoever. EXHIBIT A–6 [FORM OF CLASS E NOTE] CAPITALSOURCE COMMERCIAL LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). Exhibit B LEGEND “THE SECURITIES REPRESENTED BY TRUST 2004-1 THIS ~~CERTIFICATE HAVE~~ NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER REQUIREMENTS OF LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN CERTIFICATED FORM TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE 501 (a)(1)–(3) OR (7) UNDER THE SECURITIES ACT) THAT IS ALSO A QUALIFIED PURCHASER FOR PURPOSES OF SECTION 3(c)(7) UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, PURCHASING FOR INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, IN EACH CASE, SUBJECT TO (A) THE RECEIPT BY THE INDENTURE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE INDENTURE AND (B) THE RECEIPT BY THE INDENTURE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE INDENTURE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER REQUIREMENTS OF LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION, (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (5) PURSUANT TO A VALID REGISTRATION STATEMENT. THE PURCHASE OF THIS NOTE WILL BE DEEMED A REPRESENTATION BY THE ACQUIRER THAT IT IS NOT, AND IS NOT PURCHASING THIS NOTE FOR, ON BEHALF OF OR WITH PLAN ASSETS OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF ERISA AND/OR SECTION 4975 OF THE CODE. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS CLASS E NOTE IS A PRINCIPAL ONLY NOTE AND DOES NOT BEAR ANY INTEREST. THIS CLASS E NOTE MAY NOT BE ~~OFFERED~~TRANSFERRED DIRECTLY OR INDIRECTLY TO (1) EMPLOYEE BENEFIT PLANS, ~~SOLD~~RETIREMENT ARRANGEMENTS, ~~TRANSFERRED~~ INDIVIDUAL RETIREMENT ACCOUNTS OR ~~OTHERWISE DISPOSED~~ KXXXX PLANS SUBJECT TO EITHER TITLE I OF ~~UNLESS REGISTERED UNDER~~ THE ~~SECURITIES~~ EMPLOYEE RETIREMENT INCOME SECURITY ACT OF ~~1933~~1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (2) ENTITIES (INCLUDING INSURANCE COMPANY GENERAL ACCOUNTS) WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF ANY SUCH PLAN’S ARRANGEMENTS OR ACCOUNT’S INVESTMENT IN SUCH ENTITIES. FURTHER, THIS NOTE MAY BE TRANSFERRED ONLY TO A UNITED STATES PERSON WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. NO TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION OF ONE OR MORE CLASS E NOTES (A “TRANSFER”) SHALL BE MADE UNLESS SIMULTANEOUSLY WITH THE TRANSFER (1) A PROPORTIONATE AMOUNT OF TRUST CERTIFICATES ARE TRANSFERRED SO THAT THE RATIO OF THE PERCENTAGE INTEREST OF THE TRUST CERTIFICATES SO TRANSFERRED TO ALL TRUST CERTIFICATES AND ~~ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION~~ THE RATIO OF THE PERCENTAGE INTEREST OF THE CLASS E NOTES SO TRANSFERRED TO THE PERCENTAGE INTEREST OF ALL CLASS E NOTES ARE EQUAL, (2) THE TRANSFERS OF THE TRUST CERTIFICATES AND CLASS E NOTES REFERRED TO HEREIN ARE MADE TO THE SAME PERSON, AND (3) THE PERCENTAGE INTEREST OF THE TRUST CERTIFICATES AND CLASS E NOTES, RESPECTIVELY, SO TRANSFERRED IS ~~AVAILABLE~~NO LESS THAN TEN (10%) PERCENT. ~~IN ADDITION~~THE RIGHTS OF THE HOLDERS OF THIS CLASS E NOTE TO RECEIVE PRINCIPAL ARE SUBORDINATED TO THE RIGHTS OF THE HOLDERS OF THE CLASS A-1 NOTES, ~~SUBJECT~~ THE CLASS A-2 NOTES, THE CLASS B NOTES, THE CLASS C NOTES AND THE CLASS D NOTES TO ~~ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED~~ RECEIVE PRINCIPAL AND INTEREST TO THE EXTENT SET FORTH IN THE ~~LETTER AGREEMENT BY~~ SALE AND ~~AMONG BELONG ACQUISITION CORP~~SERVICING AGREEMENT. REGISTERED $ No. E- June [ ], 2004 SEE REVERSE FOR CERTAIN DEFINITIONS CapitalSource Commercial Loan Trust 2004-1, a statutory trust organized and existing under the laws of the State of Delaware (~~THE~~ herein referred to as the “~~COMPANY~~Issuer”), ~~BELONG ACQUISITION SPONSOR~~for value received, ~~LLC AND THE OTHER PARTIES THERETO~~hereby promises to pay to , ~~THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY~~ or registered assigns, the principal sum of DOLLARS payable on each Remittance Date in an amount equal to the result obtained by multiplying (30i) ~~DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION~~ a fraction the numerator of which is the initial principal balance of this Class E Note and the denominator of which is the Initial Class E Principal Balance by (~~AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN~~ii) ~~EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS~~the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class E Notes pursuant to Section 3.05 of the Indenture. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANYDistributions on this Class E Note are payable in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts. Reference is made to the further provisions of this Class E Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Class E Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Class E Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.~~” No. Warrants~~

Appears in 1 contract

Samples: Indenture (Capitalsource Inc)

Signature Guaranteed. THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE ~~17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)~~17Ad-15). ~~Exhibit~~ EXHIBIT B LEGEND “THE SECURITIES REPRESENTED ~~BY THIS CERTIFICATE~~ HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED~~AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES ~~LAWS,~~ LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY ~~NOT~~ BE OFFERED, SOLD, ~~TRANSFERRED~~ TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF ~~UNLESS REGISTERED~~ EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT ~~OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES~~ OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG BELONG ACQUISITION CORP. (THE “COMPANY”), BELONG ACQUISITION SPONSOR, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AGREEMENT AND MAY ~~NOT~~ ONLY BE ~~SOLD~~ OFFERED, SOLD, TRANSFERRED, PLEDGED OR ~~TRANSFERRED PRIOR~~ OTHERWISE DISPOSED DURING THE TERM OF THAT LOCKUP AGREEMENT PURSUANT TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONSTERMS SET FORTH THEREIN. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.” No. Warrants

Appears in 1 contract

Samples: Warrant Agreement (Chart Acquisition Corp.)

Signature Guaranteed. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to for the account of account number ,or, if mailed by check, to Applicable statements should be mailed to . This information is provided by , the assignee named above, or , as its agent. FORM OF CLASS C CERTIFICATES SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE ~~SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION~~ INTERNAL REVENUE CODE OF 1986 (~~BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO RULE 17Ad-15 UNDER~~ THE ~~SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)~~“CODE”). ~~Exhibit B LEGEND “THE SECURITIES REPRESENTED BY~~ THIS CERTIFICATE ~~HAVE~~ HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG BELONG ACQUISITION CORP. AMENDED (THE “~~COMPANY~~ACT”)~~, BELONG ACQUISITION SPONSOR, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY~~ . ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ~~NOT~~ ONLY BE ~~SOLD OR TRANSFERRED PRIOR TO~~ MADE IN A TRANSACTION EXEMPTED FROM THE ~~DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3~~ REGISTRATION REQUIREMENTS OF THE ~~WARRANT~~ ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) ~~EXCEPT~~ SUBJECT TO ~~A PERMITTED TRANSFEREE~~ THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (~~AS DEFINED IN~~ “ERISA”), OR SECTION 2 4975 OF THE ~~WARRANT AGREEMENT) WHO AGREES~~ CODE SHALL BE MADE EXCEPT IN ~~WRITING~~ COMPLIANCE WITH THE ~~COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS~~PROCEDURES DESCRIBED HEREIN. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.” Certificate No. ~~Warrants~~1 Class C Aggregate Initial Notional Amount of the Class C Certificates: $_____________] Date of Pooling and Servicing Agreement and Cut-off Date: September 1, 2006 Initial Notional Amount of this Certificate: $[_____________] First Distribution Date: October 25, 2006 Initial Certificate Principal Balance of this Certificate $[_________] Master Servicer: Impac Funding Corporation Percentage Interest of this Certificate: 100% Assumed Final Distribution Date: November 25, 2036 CUSIP: [_________] MORTGAGE PASS-THROUGH CERTIFICATE evidencing percentage interest in the distributions allocable to the Class C Certificates with respect to a Trust Fund consisting primarily of a pool of one- to four- family adjustable-rate first lien and fixed rate first and second lien mortgage loans formed and sold by IMPAC SECURED ASSETS CORP. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Impac Secured Assets Corp., the Master Servicer, the Trustee referred to below or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by Impac Secured Assets Corp., the Master Servicer, the Trustee or any of their affiliates. None of the Company, the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other or obligation secured by or payable from payments on the Certificates. This certifies that Deutsche Bank National Trust Company on behalf of the Impac NIM Trust 2006-3 Noteholders is the registered owner of the Percentage Interest evidenced by this Class C Certificate (obtained by dividing the Original Class C Certificate by the Original Class Certificate Principal Balance) in certain distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Impac Secured Assets Corp. (the “Company”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of September 1, 2006 (the “Agreement”) among the Company, Impac Funding Corporation, as master servicer (the “Master Servicer”) and Deutsche Bank National Trust Company, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class C Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class C Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the “Distribution Date”), commencing as described in the Agreement, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such Distribution Date (the “Record Date”), from the Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount (of interest, if any) required to be distributed to Holders of Class C Certificates on such Distribution Date. Distributions on this Certificate will be made either by the Trustee or by a Paying Agent appointed by the Trustee either in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Trustee or such Paying Agent at least 5 Business Days prior to the related Record Date, or by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage Pass-Through Certificates of the Series specified hereon (herein collectively called the “Certificates”). The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event the Master Servicer advances funds with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable to Certificateholders. As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including without limitation reimbursement to the Trustee, the Company and the Master Servicer of advances made, or certain expenses incurred, by either of them. No transfer of a Certificate of this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable state securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder's prospective transferee shall each certify to the Trustee and the Company in writing the facts surrounding the transfer. In the event that such a transfer is not to be made pursuant to Rule 144A of the act, there shall be delivered to the Trustee and the Company of an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act, which Opinion of Counsel shall not be obtained at the expense of the Trustee, the Master Servicer or the Company; or there shall be delivered to the Trustee and the Company a transferor certificate by the transferor and an investment letter shall be executed by the transferee. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Company against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances with the consent of the Certificate Insurer and without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer and the Trustee and any agent of the Company, the Master Servicer or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The Mortgage Loans are subject to termination in whole, but not in part, by the Master Servicer, on or after the Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date; provided, however, that no such purchase will be permitted if it would result in a draw on the Certificate Guaranty Insurance Policy, unless the Certificate Insurer consents in writing to such purchase. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Impac Secured Assets Corp., Mortgage Pass-Through Certificates, Series 2006-3)

Signature Guaranteed. THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ~~AMENDED (OR ANY SUCCESSOR RULE)~~AMENDED). ~~Exhibit~~ EXHIBIT B ~~LEGEND “~~Legend THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG ~~BELONG~~ SURROZEN, INC. (FORMERLY, CONSONANCE-HFW ACQUISITION CORP. .) (THE “COMPANY”), ~~BELONG ACQUISITION SPONSOR, LLC~~ CONSONANCE LIFE SCIENCES AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED ~~PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (~~EXCEPT AS ~~DEFINED~~ PERMITTED IN ~~SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF~~ THE WARRANT AGREEMENT~~) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS~~. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF ~~CLASS A~~ COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT ~~TO BE~~ EXECUTED BY THE COMPANY~~.” No~~. ~~Warrants~~NO. [ ] WARRANT

Appears in 1 contract

Samples: Warrant Agreement (Surrozen, Inc./De)

Signature Guaranteed. NOTICE: Signature(s) must be guaranteed NOTICE: The signature to this assignment must by an eligible guarantor institution. correspond with the name of the registered owner as it appears on the face of the within Trust Certificate in every particular, without alteration or enlargement or any change whatever. EXHIBIT B-2 XXXX XX XXXXXXXX XXXXXXXX XXXXXXXXXXX XXXX RESIDUAL INTEREST CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE ~~SIGNATURE(S) SHOULD BE GUARANTEED BY~~ NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN. THIS RESIDUAL INTEREST CERTIFICATE DOES NOT REPRESENT AN ~~ELIGIBLE GUARANTOR INSTITUTION (BANKS~~OBLIGATION OF OR AN INTEREST IN BLUEGREEN RECEIVABLES FINANCE CORPORATION VIII, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (BLUEGREEN CORPORATION OR ANY ~~SUCCESSOR RULE))~~AFFILIATE THEREOF, EXCEPT TO THE EXTENT SET FORTH IN THE TRUST AGREEMENT. ~~Exhibit B LEGEND “THE SECURITIES REPRESENTED BY~~ THIS RESIDUAL INTEREST CERTIFICATE ~~HAVE~~ HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF ~~1933, AS AMENDED,~~ 1933 OR ANY STATE SECURITIES ~~LAWS,~~ LAWS AND MAY NOT BE ~~OFFERED,~~ SOLD, TRANSFERRED OR ~~OTHERWISE DISPOSED~~ PLEDGED UNLESS THE CONDITIONS SET FORTH IN SECTION 3.04 OF ~~UNLESS REGISTERED~~ THE TRUST AGREEMENT HAVE BEEN COMPLIED WITH. THIS CERTIFICATE IS TRANSFERRABLE ONLY IN WHOLE AND NOT IN PART. THIS RESIDUAL INTEREST CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS ~~AMENDED~~AMENDED (XXX "XXXXXXXXXX XXX") XX XXX XPPLICABLE STATE SECURITIES LAWS, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG BELONG ACQUISITION CORP. (THE “COMPANY”), BELONG ACQUISITION SPONSOR, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS RESIDUAL INTEREST CERTIFICATE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ~~PRIOR TO~~ IN THE ~~DATE~~ ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. BXG RECEIVABLES NOTE TRUST 2004-B RESIDUAL INTEREST CERTIFICATE NO. 1 THIS CERTIFIES THAT ~~IS THIRTY~~ BLUEGREEN RECEIVABLES FINANCE CORPORATION VIII is the registered owner of 100% of the residual economic interest in the BXG Receivables Note Trust 2004-B (30the "TRUST") ~~DAYS AFTER~~ formed by BLUEGREEN RECEIVABLES FINANCE CORPORATION VIII, a Delaware corporation (the "DEPOSITOR"). The Trust was created pursuant to a Trust Agreement, dated as of June 15, 2004 (as amended, restated and/or supplemented from time to time, the "TRUST AGREEMENT"), among the Depositor, and Wilmington Trust Company, as owner trustee (the "OWNER TRUSTEE"), a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in (i) the Trust Agreement, (ii) the Sale Agreement, dated as of June 15, 2004 (the "SALE AGREEMENT"), among the Trust and the Depositor, or (iii) the Indenture, dated as of June 15, 2004 (the "INDENTURE"), between BXG Receivables Note Trust 2004-B, as Issuer Bluegreen Corporation, as Servicer, Vacation Trust, Inc., as Club Trustee and U.S. Bank National Association, as Indenture Trustee. This Residual Interest Certificate is the duly authorized Residual Interest Certificate designated as "BXG Receivables Note Trust 2004-B Residual Interest Certificate" (the "RESIDUAL INTEREST CERTIFICATE"). Also issued under the Indenture are the Timeshare Loan-Backed Notes, Series 2004-B (the "NOTES"). This Residual Interest Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the Certificateholder of this Residual Interest Certificate by virtue of its acceptance hereof assents and by which such Certificateholder is bound. The holder of this Residual Interest Certificate acknowledges and agrees that its rights to receive distributions in respect of this Residual Interest Certificate are subordinated to the rights of the Noteholders to the extent described in the Sale Agreement and the Indenture. It is the intent of the Servicer, the Depositor, Owner Trustee, Indenture Trustee and the Certificateholder that, for purposes of federal income, state and local income and single business tax and any other income taxes, the Trust will be disregarded as a separate entity for federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii) and that all items of income, deduction, gain, loss or credit of the Trust will be treated as such items of the Certificateholder. The Depositor and any other Certificateholder, by acceptance of a Residual Interest Certificate, agrees to such treatment, and to take no action inconsistent with such treatment of, the Trust for federal income tax purposes. Each Certificateholder, by its acceptance of a Residual Interest Certificate or beneficial interest in a Residual Interest Certificate, covenants and agrees that such Certificateholder will not at any time institute against the Trust or the Depositor, or join in any institution against the Trust or the Depositor any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Residual Interest Certificate, the Notes, the Trust Agreement or any of the other Transaction Documents. Distributions on this Residual Interest Certificate will be made as provided in the Trust Agreement by the Owner Trustee or its Agent by wire transfer or check mailed to the Certificateholder of record in the Certificate Registrar without the presentation or surrender of this Residual Interest Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution on this Residual Interest Certificate will be made after due notice by the Owner Trustee of the pendency of such distribution and only upon presentation and surrender of this Residual Interest Certificate at the office or agency maintained for that purpose by the Owner Trustee in the City of Wilmington, State of Delaware. Reference is hereby made to the further provisions of this Residual Interest Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee, by manual signature, this Residual Interest Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or any other Transaction Document or be valid for any purpose. THIS RESIDUAL INTEREST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE ~~DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3~~ LAWS OF THE ~~WARRANT AGREEMENT REFERRED~~ STATE OF DELAWARE, WITHOUT REFERENCE TO ~~HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2~~ ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES PARTIES HEREUNDER SHALL BE ~~ENTITLED TO REGISTRATION RIGHTS UNDER~~ DETERMINED IN ACCORDANCE WITH SUCH LAWS. [REVERSE OF CERTIFICATE] The Residual Interest Certificate does not represent an obligation of, or an interest in the Depositor, the Servicer, the Originators, the Sellers, the Owner Trustee, the Indenture Trustee or any of the respective Affiliates and no recourse may be had against such parties of their assets, except as expressly set forth or contemplated herein or in the Trust Agreement or the other Transaction Documents. In addition, this Residual Interest Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries with respect to the Timeshare Loans and certain other amounts, in each case as more specifically set forth herein and in the Indenture. A ~~REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY~~copy of each of the Indenture and the Trust Agreement may be examined by any Certificateholder upon written request during normal business hours at the principal office of the Depositor and at such other places, if any, designated by the Depositor. The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Certificateholder under the Trust Agreement at any time by the Depositor and the Owner Trustee with the consent of the Holders representing at least 66-2/3% of the then Outstanding Note Balance of each Class of Notes. Any such consent shall be conclusive and binding on the Holder and on all future Holders of this Residual Interest Certificate and of any Residual Interest Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent is made upon this Residual Interest Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholder of the Residual Interest Certificate or any Noteholder. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Residual Interest Certificate is registerable in the Certificate Register upon surrender of this Residual Interest Certificate for registration of transfer at the offices or agencies of the Certificate Registrar maintained by the Owner Trustee in Wilmington, Delaware, accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar, executed by the Certificateholder hereof or such Certificateholder's attorney duly authorized in writing, and thereupon a new Residual Interest Certificate evidencing the same aggregate interest in the Trust will be issued to the designated transferee. The initial Certificate Registrar appointed under the Trust Agreement is the Owner Trustee. Except as provided in the Trust Agreement, the Residual Interest Certificate is issuable only as a registered Residual Interest Certificate without coupons. No service charge will be made for any registration of transfer of such Residual Interest Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. The Owner Trustee, the Certificate Registrar and any of their respective agents may treat the Person in whose name this Residual Interest Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar or any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Trust Agreement and the Trust crated thereby shall terminate upon the payment to Certificateholder of all amounts required to be paid to such holder pursuant to the Trust Agreement and the Indenture and the deposition of all property held as part of the Trust Estate. The Servicer may at its option purchase the Trust Estate at the times and at the prices specified in the Indenture. The Residual Interest Certificate may not be acquired by a Benefit Plan. By accepting and holding this Residual Interest Certificate, the Certificateholder hereof, shall be deemed to have represented and warranted that it is not a Benefit Plan and is not acquiring this Residual Interest Certificate or an interest therein for the account of such an entity.~~” No. Warrants~~

Appears in 1 contract

Samples: Sale Agreement (Bluegreen Corp)

Signature Guaranteed. THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ~~AMENDED (OR ANY SUCCESSOR RULE)~~AMENDED). ~~Exhibit~~ EXHIBIT B LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG ~~BELONG~~ ACCELERATE ACQUISITION CORP. (THE “COMPANY”), ~~BELONG~~ ACCELERATE ACQUISITION ~~SPONSOR,~~ SPONSOR LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND ~~SHARES OF~~ CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY~~.” No~~. ~~Warrants~~NO. WARRANT

Appears in 1 contract

Samples: Warrant Agreement (Accelerate Acquisition Corp.)

Signature Guaranteed. THE SIGNATURE(S) ~~SHOULD~~ MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). ~~Exhibit~~ EXHIBIT B LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG ~~BELONG ACQUISITION~~ CONX CORP. (THE “COMPANY”), ~~BELONG ACQUISITION SPONSOR~~NXGEN OPPORTUNITIES, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.~~” No. Warrants~~”

Appears in 1 contract

Samples: Warrant Agreement (CONX Corp.)

Signature Guaranteed. XXXXXXX X-0 REGISTERED $120,000,000* No. R-__ CUSIP No. 00000XXX0 THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). Exhibit CLASS B ~~LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE~~ CERTIFICATES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED~~AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS~~, AND~~ . NEITHER THIS CLASS B CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY ~~NOT~~ BE ~~OFFERED~~REOFFERED, SOLD, ~~TRANSFERRED~~ ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS ~~REGISTERED~~ SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS CLASS B CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CLASS B CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (B) FOR SO LONG AS THE CLASS B CERTIFICATES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ~~1933~~A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A. THE HOLDER OF THIS CLASS B CERTIFICATE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE TRUST, OR JOIN IN ANY INSTITUTION AGAINST THE TRUST OF, ANY BANKRUPTCY PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE CLASS B CERTIFICATES OR THE POOLING AND SERVICING AGREEMENT. THE HOLDER OF THIS CLASS B CERTIFICATE BY ITS ACCEPTANCE HEREOF REPRESENTS AND WARRANTS, FOR THE BENEFIT OF CAPITAL ONE BANK, THAT SUCH HOLDER IS NOT (1) AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, ~~AND ANY APPLICABLE STATE SECURITIES LAWS~~ (2) A PLAN OR OTHER ARRANGEMENT (INCLUDING AN ~~EXEMPTION FROM REGISTRATION~~ INDIVIDUAL RETIREMENT ACCOUNT OR XXXXX PLAN) THAT IS ~~AVAILABLE. IN ADDITION,~~ SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (3) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" UNDER THE PLAN ASSET REGULATION BY REASON OF ANY ~~ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED~~ SUCH PLAN'S INVESTMENT IN THE ~~LETTER AGREEMENT~~ ENTITY. Unless this Class B Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ~~AND AMONG BELONG ACQUISITION CORP~~OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. CAPITAL ONE MASTER TRUST Series 2000-4 CLASS B FLOATING RATE ASSET BACKED CERTIFICATE Expected Final Payment Date: The October 2005 Distribution Date Each $1,000 denomination represents a 1/120,000 undivided interest in certain assets of the CAPITAL ONE MASTER TRUST Evidencing an undivided interest in a trust, the corpus of which consists primarily of receivables generated from time to time in the ordinary course of business in a portfolio of consumer revolving credit card accounts by CAPITAL ONE BANK and, in certain circumstances, certain Additional Sellers (as defined in the Pooling and Servicing Agreement referred to below). (~~THE “COMPANY”~~Not an interest in or obligation of Capital One Bank, any Additional Seller or any affiliate thereof) This certifies that CEDE & CO. (the "Class B Certificateholder") is the registered owner of a fractional undivided interest in certain assets of a trust (the "Trust") created pursuant to the Pooling and Servicing Agreement, dated as of September 30, 1993 (as amended and supplemented, the "Agreement"), ~~BELONG ACQUISITION SPONSOR~~as supplemented by the Series 2000-4 Supplement, ~~LLC AND THE OTHER PARTIES THERETO~~dated as of October 26, ~~THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY~~ 2000 (30as amended and supplemented, the "Series Supplement"), between Capital One Bank, as Seller and Servicer, and The Bank of New York, a New York banking corporation, as trustee (the "Trustee"). The corpus of the Trust consists of (i) ~~DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION~~ a portfolio of all receivables (~~AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN~~the "Receivables") ~~EXCEPT TO~~ existing in the consumer revolving credit card accounts and other consumer revolving credit accounts identified under the Agreement from time to time (the "Accounts"), (ii) all Receivables generated under the Accounts from time to time thereafter, (iii) funds collected or to be collected from accountholders in respect of the Receivables, (iv) all funds which are from time to time on deposit in the Collection Account and in the Series Accounts, (v) an interest in any Funds Collateral (as defined in the Agreement) relating to secured accounts, (vi) the benefits of any Series Enhancement and (vii) all other assets and interests constituting the Trust. The Holder of this Class B Certificate is entitled to the benefit of any Series Enhancement to the extent provided in the Series Supplement. Although a summary of certain provisions of the Agreement and the Series Supplement is set forth below and on the Summary of Terms and Conditions attached hereto and made a part hereof, this Class B Certificate does not purport to summarize the Agreement and the Series Supplement and reference is made to the Agreement and the Series Supplement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Trustee. In the event of any conflict between this Class B Certificate and the Series Supplement or the Agreement, the Series Supplement or the Agreement, as the case may be, shall control. A ~~PERMITTED TRANSFEREE~~ copy of the Agreement and the Series Supplement (~~AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT~~without schedules) ~~WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS~~may be requested from the Trustee by writing to the Trustee at the Corporate Trust Office. ~~SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS~~ To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Agreement or the Series Supplement, as applicable. This Class B Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement and the Series Supplement, to which Agreement and Series Supplement, each as amended and supplemented from time to time, the Class B Certificateholder by virtue of the acceptance hereof assents and is bound. It is the intent of the Seller and the Investor Certificateholders that, for federal, state and local income and franchise tax purposes only, the Investor Certificates will qualify as indebtedness of the Seller secured by the Receivables. The Class B Certificateholder, by the acceptance of this Class B Certificate, agrees to treat this Class B Certificate for federal, state and local income and franchise tax purposes as indebtedness of the Seller. In general, payments of principal with respect to the Class B Certificates are limited to the Class B Invested Amount, which may be less than the unpaid principal balance of the Class B Certificates. The Expected Final Payment Date is the October 2005 Distribution Date, but principal with respect to the Class B Certificates may be paid earlier or later under certain circumstances described in the Agreement and the Series Supplement. Principal payments with respect to the Class B Certificates will not commence until the Class A ~~COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY~~Invested Amount is paid in full. In addition, if for one or more months during the Accumulation Period there are not sufficient funds to pay the Controlled Deposit Amount, then to the extent that excess funds are not available on subsequent Distribution Dates with respect to the Accumulation Period to make up for such shortfalls, the final payment of principal of the Class B Certificates will occur later than the Expected Final Payment Date. No Class B Certificate (or any interest therein) may be acquired or held by any employee benefit or other plan (including an individual retirement account) that is subject to the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended (each, a "Plan"), any trustee or other person acting on behalf of any Plan, or any other person using "Plan Assets" to effect such acquisition or holding. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee, by manual signature, this Class B Certificate shall not be entitled to any benefit under the Agreement or the Series Supplement or be valid for any purpose.~~” No. Warrants~~

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Capital One Master Trust)

Signature Guaranteed. Participant in a Recognized Signature Guarantee Medallion Program By: ------------------------------ Authorized Signatory A-1-15 EXHIBIT A-2 ----------- [Form of Certificated Security] FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE ~~SIGNATURE(S~~INTERNAL REVENUE CODE, THE ISSUE PRICE OF EACH SECURITY IS $1,000 PER $1,000 OF PRINCIPAL AMOUNT, THE ISSUE DATE IS FEBRUARY 28, 2001 AND THE COMPARABLE YIELD IS 7% PER ANNUM. U.S. HOLDERS OF THIS SECURITY MAY OBTAIN THE PROJECTED PAYMENT SCHEDULE FOR THIS SECURITY BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO: REEBOK INTERNATIONAL LTD., 1895 X.X. XXXXXX BOULEVARD, CANTON, MASSACHUSETTS 02021, ATTN.: OFFICE OF INVESTOR RELATIONS. THIS SECURITY (OR ITS PREDECESSOR) ~~SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP~~ WAS ORIGINALLY ISSUED IN ~~AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO RULE 17Ad-15~~ A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE ~~SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). Exhibit B LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE~~ UNITED STATES SECURITIES ACT OF 1933, AS ~~AMENDED, OR ANY STATE~~ AMENDED (THE "SECURITIES ~~LAWS~~ACT"), AND THIS SECURITY AND THE COMMON SHARES DELIVERABLE UPON CONVERSION OF THIS SECURITY OR UPON PURCHASE OF THIS SECURITY BY THE COMPANY MAY NOT BE OFFERED, ~~SOLD, TRANSFERRED~~ SOLD OR OTHERWISE ~~DISPOSED~~ TRANSFERRED IN THE ABSENCE OF ~~UNLESS REGISTERED~~ SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN A TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT IN EACH OF ~~1933, AS AMENDED~~CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY ~~APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION~~ PURCHASER OF THIS SECURITY FROM ~~REGISTRATION IS AVAILABLE~~IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. ~~IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS~~ THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ON ~~TRANSFER DESCRIBED~~ SATISFACTION OF THE CONDITIONS SPECIFIED IN THE ~~LETTER AGREEMENT BY AND AMONG BELONG ACQUISITION CORP~~INDENTURE. (THE “COMPANY”), BELONG ACQUISITION SPONSOR, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANYREEBOK INTERNATIONAL LTD.~~” No. Warrants~~

Appears in 1 contract

Samples: Reebok International LTD

Signature Guaranteed. ~~THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS~~2 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, ~~STOCKBROKERS~~without alteration, ~~SAVINGS AND~~ enlargement or any change whatsoever. EXHIBIT A–2 [FORM OF CLASS A-2 NOTE] CAPITALSOURCE COMMERCIAL LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). Exhibit B LEGEND “THE SECURITIES REPRESENTED BY TRUST 2004-1 THIS ~~CERTIFICATE HAVE~~ NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER REQUIREMENTS OF LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN CERTIFICATED FORM TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE 501 (a)(1)–(3) OR (7) UNDER THE SECURITIES ACT) THAT IS ALSO A QUALIFIED PURCHASER FOR PURPOSES OF SECTION 3(c)(7) UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, PURCHASING FOR INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, IN EACH CASE, SUBJECT TO (A) THE RECEIPT BY THE INDENTURE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE INDENTURE AND (B) THE RECEIPT BY THE INDENTURE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE INDENTURE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER REQUIREMENTS OF LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION, (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (5) PURSUANT TO A VALID REGISTRATION STATEMENT. THE PURCHASE OF THIS NOTE WILL BE DEEMED A REPRESENTATION BY THE ACQUIRER THAT EITHER: (I) IT IS NOT, AND IS NOT PURCHASING THIS NOTE FOR, ON BEHALF OF OR WITH THE ASSETS OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF ERISA AND/OR SECTION 4975 OF THE CODE OR (II) THE PURCHASE AND HOLDING OF THIS NOTE BY THE ACQUIRER WILL NOT RESULT IN A NON EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE. [IF HELD BY DTC] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] [IF REGULATION S GLOBAL NOTE] [THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING AND THE ORIGINAL ISSUE DATE OF THE NOTES, MAY NOT BE OFFERED, SOLD, ~~TRANSFERRED~~ PLEDGED OR OTHERWISE ~~DISPOSED OF UNLESS REGISTERED UNDER~~ TRANSFERRED IN THE ~~SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS~~ UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.] THE PRINCIPAL OF THIS NOTE IS ~~AVAILABLE~~PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ~~IN ADDITION~~ACCORDINGLY, ~~SUBJECT~~ THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THE RIGHTS OF THE HOLDER OF THIS CLASS A-2 NOTE TO ~~ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED~~ RECEIVE INTEREST ARE SUBORDINATED TO THE RIGHTS OF THE HOLDERS OF THE CLASS A-1 NOTES TO RECEIVE INTEREST AND THE RIGHTS OF THE HOLDERS OF THIS CLASS A-2 NOTE TO RECEIVE PRINCIPAL ARE SUBORDINATED TO THE RIGHTS OF THE HOLDERS OF THE CLASS A-1 NOTES TO RECEIVE PRINCIPAL AND INTEREST TO THE EXTENT SET FORTH IN THE ~~LETTER AGREEMENT BY~~ SALE AND ~~AMONG BELONG ACQUISITION CORP~~SERVICING AGREEMENT. REGISTERED $ No. A-2- June [ ], 2004 SEE REVERSE FOR CERTAIN DEFINITIONS [144A CUSIP NO. ] [Reg S ISIN NO. ] [Reg S CUSIP No. ] [Common Code No. ] CapitalSource Commercial Loan Trust 2004-1, a statutory trust organized and existing under the laws of the State of Delaware (~~THE~~ herein referred to as the “~~COMPANY~~Issuer”), ~~BELONG ACQUISITION SPONSOR~~for value received, ~~LLC AND THE OTHER PARTIES THERETO~~hereby promises to pay to , ~~THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY~~ or registered assigns, the principal sum of DOLLARS payable on each Remittance Date in an amount equal to the result obtained by multiplying (30i) ~~DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION~~ a fraction, the numerator of which is the initial principal balance of this Class A-2 Note and the denominator of which is the Initial Class A-2 Principal Balance by (~~AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN~~ii) ~~EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS~~the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-2 Notes. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANYThe principal of and interest on this Class A-2 Note are payable in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Class A-2 Note shall be applied first to interest due and payable on this Class A-2 Note as provided above and then to the unpaid principal of this Class A-2 Note. Reference is made to the further provisions of this Class A-2 Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Class A-2 Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Class A-2 Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.~~” No. Warrants~~

Appears in 1 contract

Samples: Indenture (Capitalsource Inc)

Signature Guaranteed. ~~THE SIGNATURE(S~~1 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. SCHEDULE OF EXCHANGES IN GLOBAL SECURITY The following exchanges of a part of this Global Security have been made: Signature of Amount of Amount of Principal Axxxxx of authorized officer Decrease in Principal Increase in Principal this Global Security of Trustee or Amount of this Global Amount of this following such securities Date of Exchange Security Global Security decrease (or increase) ~~SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS~~Custodian EXHIBIT A-2 FORM OF SERIES 2007-1 5.02% ASSET BACKED NOTE, ~~STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO~~ CLASS B RULE ~~17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). Exhibit B LEGEND “THE SECURITIES REPRESENTED BY~~ 144A GLOBAL NOTE THIS ~~CERTIFICATE HAVE~~ NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED~~AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES ~~LAWS~~LAW. THE HOLDER HEREOF, ~~AND~~ BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY ~~NOT~~ BE ~~OFFERED~~REOFFERED, ~~SOLD~~RESOLD, ~~TRANSFERRED~~ PLEDGED OR OTHERWISE ~~DISPOSED OF UNLESS REGISTERED~~ TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (I) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF ~~1933~~RULE 144A (A “QIB”), ~~AS AMENDED~~PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OF THE SECURITIES ACT AND (II) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTIONS. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~APPLICABLE STATE SECURITIES LAWS~~ NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN ~~EXEMPTION FROM REGISTRATION~~ AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS ~~AVAILABLE~~MADE TO CEDE & CO. ~~IN ADDITION~~OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ~~SUBJECT~~ ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY ~~ADDITIONAL LIMITATIONS~~ PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. NO RESALE OR OTHER TRANSFER OF ANY NOTE SHALL BE MADE TO ANY TRANSFEREE UNLESS: (A) SUCH TRANSFEREE IS NOT, AND WILL NOT ACQUIRE THE NOTE ON ~~TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG BELONG ACQUISITION CORP. (THE~~ BEHALF OR WITH PLAN ASSETS OF, AN “COMPANY”), BELONG ACQUISITION SPONSOR, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3 3(3) OF THE ~~WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE~~ EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR ANY OTHER “PLAN” AS DEFINED IN SECTION 2 4975(e)(1) OF THE ~~WARRANT AGREEMENT) WHO AGREES IN WRITING WITH~~ INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE ~~COMPANY TO BE~~ “INTERNAL REVENUE CODE”), THAT IS SUBJECT TO ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE OR ANY ENTITY DEEMED TO HOLD PLAN ASSETS OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY (EACH, A “BENEFIT PLAN”) OR (B) THE ACQUISITION AND HOLDING OF THE NOTE BY SUCH TRANSFEREE ARE ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 OR A SIMILAR EXEMPTION. EACH PURCHASER OR TRANSFEREE OF A NOTE, BY ITS ACCEPTANCE OF SUCH NOTE, WILL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH IN CLAUSE (A) OR (B) ABOVE. THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. TRANSFERS OF THE NOTES MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER ~~PROVISIONS~~DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE MASTER INDENTURE. ~~SECURITIES EVIDENCED~~ THE HOLDER, BY ACCEPTANCE OF THIS ~~CERTIFICATE~~ NOTE, SHALL BE DEEMED TO HAVE AGREED TO TREAT THE NOTES AS DEBT SOLELY OF THE TRUST FOR UNITED STATES FEDERAL, STATE AND ~~SHARES~~ LOCAL INCOME, SINGLE BUSINESS AND FRANCHISE TAX PURPOSES.” THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE TRUST OR THE TRANSFEROR, OR JOIN IN INSTITUTING AGAINST THE TRUST OR THE TRANSFEROR, ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW. No. 144A/R-1 Up to $24,500,000 CUSIP NO. 60000XXX0 Class B Note Rate: 5.02% NORDSTROM CREDIT CARD MASTER NOTE TRUST II SERIES 2007-1 5.02% ASSET BACKED NOTE, CLASS B Nordstrom Credit Card Master Note Trust II (herein referred to as the “Trust”), a Delaware statutory trust governed by a Second Amended and Restated Trust Agreement, dated as of May 1, 2007 (the “Trust Agreement”), between Nordstrom Credit Card Receivables II LLC, as transferor (the “Transferor”), and Wilmington Trust Company, as owner trustee (the “Owner Trustee”), for value received, hereby promises to pay to DTC, or its registered assigns, subject to the following provisions, the principal sum of , or such greater or lesser amount as determined in accordance with the Master Indenture, on the Series 2007-1 Final Maturity Date (which is the earlier to occur of (a) the Distribution Date on which the Note Principal Balance is paid in full and (b) the May 15, 3013 Distribution Date), except as otherwise provided below or in the Master Indenture. The Trust will pay interest on the unpaid principal amount of this Note at the rate specified above on each Distribution Date until the principal amount of this Note is paid in full. Interest on this Note will accrue for each Distribution Date from and including the preceding Distribution Date (or in the case of the initial Distribution Date, from and including the Closing Date) to but excluding the current Distribution Date. Interest will be computed on the basis of 30 days in such Interest Period and a 360-day year. Principal of this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by or on behalf of the Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the Master Indenture or the Series 2007-1 Indenture Supplement referred to on the reverse hereof, or be valid for any purpose. THIS CLASS B NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENT ON THE CLASS A ~~COMMON STOCK OF~~ NOTES TO THE ~~COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY~~ EXTENT SPECIFIED IN THE ~~COMPANY~~SERIES 2007-1 INDENTURE SUPPLEMENT.~~” No. Warrants~~

Appears in 1 contract

Samples: Nordstrom Inc

Signature Guaranteed. THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). ~~Exhibit~~ EXHIBIT B LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG ~~BELONG ACQUISITION CORP~~LANDCADIA HOLDINGS III, INC. (THE “COMPANY”), ~~BELONG ACQUISITION SPONSOR~~JXXXXXXXX FINANCIAL GROUP, INC. AND TJF, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.~~” No. Warrants~~”

Appears in 1 contract

Samples: Form of Warrant Agreement (Landcadia Holdings III, Inc.)

Signature Guaranteed. THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE ~~17Ad-15 UNDER~~ 17Ad-15). EXHIBIT B LEGEND THE SECURITIES ~~EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). Exhibit B LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE~~ HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER ~~AGREEMENT~~ AGREEMENTS BY AND AMONG ~~BELONG ACQUISITION CORP~~GORES HOLDINGS, INC. (THE “COMPANY”), ~~BELONG ACQUISITION SPONSOR,~~ GORES SPONSOR LLC AND THE OTHER PARTIES THERETO, THE SECURITIES ~~REPRESENTED BY THIS CERTIFICATE~~ MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.~~” No. Warrants~~

Appears in 1 contract

Samples: Warrant Agreement

Signature Guaranteed. Participant in a Recognized Signature Guarantee Medallion Program By: --------------------- Authorized Signatory EXHIBIT A-2 [Form of Certificated Security] FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE ~~SIGNATURE(S~~INTERNAL REVENUE CODE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT WITH RESPECT TO EACH $1,000 OF PRINCIPAL AMOUNT AT MATURITY OF THIS SECURITY IS $391.59 THE ISSUE DATE IS FEBRUARY 13, 2001, AND THE YIELD TO MATURITY IS 2.50% PER ANNUM. THIS SECURITY AND THE SHARES OF CD COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY OR UPON PURCHASE OF THIS SECURITY BY CENDANT CORPORATION (THE "COMPANY") SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). Exhibit B LEGEND “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED~~AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, ~~AND~~ THE SHARES OF CD COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY OR UPON PURCHASE OF THIS SECURITY BY CENDANT NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY ~~NOT~~ BE ~~OFFERED~~REOFFERED, SOLD, ~~TRANSFERRED~~ ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS ~~REGISTERED~~ SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL, OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE"), WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ~~1933~~A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ~~AS AMENDED~~(C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, ~~AND ANY APPLICABLE STATE SECURITIES LAWS~~ OR AN (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION ~~IS AVAILABLE. IN ADDITION~~REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY ~~ADDITIONAL LIMITATIONS ON~~ SUCH OFFER, SALE OR TRANSFER ~~DESCRIBED~~ PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE ~~LETTER AGREEMENT BY AND AMONG BELONG ACQUISITION CORP. (THE “COMPANY”), BELONG ACQUISITION SPONSOR, LLC AND~~ FORM APPEARING ON THE OTHER ~~PARTIES THERETO,~~ SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE ~~SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR~~ TRANSFEROR TO THE ~~DATE THAT IS THIRTY (30) DAYS~~ TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE ~~DATE UPON WHICH~~ RESALE RESTRICTION TERMINATION DATE. [THE ~~COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3~~ FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ON SATISFACTION OF THE ~~WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED~~ CONDITIONS SPECIFIED IN ~~SECTION 2 OF~~ THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANYINDENTURE.~~” No. Warrants~~] CENDANT CORPORATION Zero Coupon Senior Convertible Contingent Debt Securities due 2021

Appears in 1 contract

Samples: Indenture (Cendant Corp)

Common use of Signature Guaranteed Clause in Contracts