Trustee's Certificate
(Rule 144A and/or Regulation S Debt Offering)

Summary

This template trustee's certificate may be used in connection with an unregistered offering of debt securities conducted in reliance on Rule 144A and/or Regulation S under the Securities Act of 1933. This certificate confirms the relationship between the trustee and the issuer, certifies relevant corporate documents of the trustee, and confirms the authority of the individuals executing the transaction documents on behalf of the trustee. This template includes practical guidance and drafting notes. For information on Rule 144A and Regulation S offerings, see Rule 144A / Regulation S Offerings Resource Kit, Rule 144A Transactions, and Rule 144A and Regulation S Debt Offerings Requirements Checklist.