Common use of Rule 144 Transfers Clause in Contracts

Rule 144 Transfers. If the transfer is being effected pursuant ------------------ to Rule 144: (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since this Note was last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two years has elapsed since this Note was last acquired from the Company or from an affiliate of the Company, whichever is later, and the Transferor is not, and during the preceding three months has not been, an affiliate of the Company.

Rule 144 Transfers. If the transfer is being effected pursuant ------------------ to Rule 144: (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since this Note was the Specified Notes were last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two years has elapsed since this Note was the Specified Notes were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Transferor Owner is not, and during the preceding three months has not been, an affiliate of the Company.

Rule 144 Transfers. If the transfer is being effected pursuant ------------------ to Rule 144: (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since this Note was the Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two years has elapsed since this Note was the Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Transferor Owner is not, and during the preceding three months has not been, an affiliate of the Company.

Rule 144 Transfers. If the transfer is being effected pursuant ------------------ to Rule 144: (A) the transfer is occurring after a holding period of at least one year two years (computed in accordance with paragraph (d) of Rule 144) has elapsed since this Note was last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two three years has elapsed since this Note was last acquired from the Company or from an affiliate of the Company, whichever is later, and the Transferor is not, and during the preceding three months has not been, an affiliate of the Company.

Rule 144 Transfers. If the transfer is being effected ------------------ pursuant ------------------ to Rule 144: (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since this Note was the Specified Notes were last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two years has elapsed since this Note was the Specified Notes were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Transferor Owner is not, and during the preceding three months has not been, an affiliate of the Company.

Rule 144 Transfers. If the transfer is being effected pursuant ------------------ to Rule 144: (Aa) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since this Note was the Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (Bb) the transfer is occurring after a holding period of at least two years has elapsed since this Note was the Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Transferor Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers.

Rule 144 Transfers. If the transfer is being effected pursuant ------------------ to Rule 144: (Ai) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since this Note was the Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (Bii) the transfer is occurring after a holding period of at least two years has elapsed since this Note was the Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Transferor Owner is not, and during the preceding three months has not been, an affiliate of the Company.

Rule 144 Transfers. If the transfer is being effected pursuant ------------------ to Rule 144: (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has -162- elapsed since this Note was the Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two years has elapsed since this Note was the Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Transferor Owner is not, and during the preceding three months has not been, an affiliate of the Company.

Rule 144 Transfers. If the transfer is being effected pursuant ------------------ to Rule 144, the transfer is occurring: (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since this Note the Assigned Option was last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two years has elapsed since this Note the Assigned Option was last acquired from the Company or from an affiliate of the Company, whichever is later, and the Transferor undersigned is not, and during the preceding three months has not been, an affiliate of the CompanyIssuer.

Rule 144 Transfers. If the transfer is being effected pursuant ------------------ to Rule 144: (A) the transfer is occurring after a holding period of at least one year two years (computed in accordance with paragraph (d) of Rule 144) has elapsed since this Note was the Specified Notes were last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two three years has elapsed since this Note was the Specified Notes were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Transferor Owner is not, and during the preceding three months has not been, an affiliate of the Company.

Rule 144 Transfers. If the transfer is being effected pursuant ------------------ to Rule 144: (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since this Note was the Specified Securities were last acquired from the Company or from an affiliate of the Company, 106 whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two years has elapsed since this Note was the Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Transferor Owner is not, and during the preceding three months has not been, an affiliate of the Company.

Rule 144 Transfers. If the transfer is being effected ------------------ pursuant ------------------ to Rule 144: (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since this Note was last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two years has elapsed since this Note was last acquired from the Company or from an affiliate of the Company, whichever is later, and the Transferor is not, and during the preceding three months has not been, an affiliate of the Company.

Rule 144 Transfers. If the transfer is being effected pursuant ------------------ to Rule 144: (Aa) the transfer is occurring after a holding period of at least one year two years (computed in accordance with paragraph (d) of Rule 144) has elapsed since this Note was the Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (Bb) the transfer is occurring after a holding period of at least two three years has elapsed since this Note was the Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Transferor Owner is not, and during the preceding three months has not been, an affiliate of the Company.

Rule 144 Transfers. If the transfer is being effected pursuant ------------------ to Rule 144: (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since this Note was the Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable amountvolume, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two years has elapsed since this Note was the Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Transferor Owner is not, and during the preceding three months has not been, an affiliate of the Company.,

Rule 144 Transfers. If the transfer is being effected pursuant ------------------ to Rule 144: (Aa) the transfer is occurring after a holding period of at least one year two years (computed in accordance with paragraph (d) of Rule 144) has elapsed since this Note was the Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (Bb) the transfer is occurring after a holding period of at least two three years has elapsed since this Note was the Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Transferor Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers.

Rule 144 Transfers. If the transfer is being effected pursuant ------------------ to Rule 144: (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since this Note was the Specified Notes were last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two years has elapsed since this Note was the Specified Notes were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Transferor Owner is not, and during the preceding three months has not been, an affiliate of the Company.

Rule 144 Transfers. If the transfer is being effected pursuant ------------------ to Rule 144: (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since this Note was the Specified Bonds were last acquired from the Company or from an affiliate of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two years has elapsed since this Note was the Specified Bonds were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Transferor Owner is not, and during the preceding three months has not been, an affiliate of the Company.. Dated: