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 two years (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of paragraphs (e), (f) and (h) of Rule 144; (B) the transfer is occurring after a holding period by the Owner of at least three years has elapsed since the date the Specified Securities were acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company; or (C) the Owner is a Qualified Institutional Buyer under Rule 144A or has acquired the Securities otherwise in accordance with Sections (1), (2) or (3) hereof and is transferring the Securities to an institutional accredited investor in a transaction exempt from the requirements of the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers (as defined in the Trust Agreement relating to the Issuer Trust to which the Securities were initially issued). (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.)

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 two years (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of paragraphs (e), (f) and (h) of Rule 144; (Bii) the transfer is occurring after a holding period by the Owner of at least three years has elapsed since the date the Specified Securities were acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company; or (Ciii) the Owner is a Qualified Institutional Buyer under Rule 144A or has acquired the Securities otherwise in accordance with Sections (1), (2) or (3) hereof and is transferring the Securities to an institutional accredited investor in a transaction exempt from the requirements of the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers (as defined in the Trust Agreement relating to the Issuer Trust to which the Securities were initially issued). (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.)

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 two years (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of paragraphs (e), (f) and (h) of Rule 144;; or (B) the transfer is occurring after a holding period by the Owner of at least three two years has elapsed since the date the Specified Securities were acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company; or (C) the Owner is a Qualified Institutional Buyer under Rule 144A or has acquired the Securities otherwise in accordance with Sections (1), (2) or (3) hereof and is transferring the Securities to an institutional accredited investor in a transaction exempt from the requirements of the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers (as defined in the Trust Agreement relating to the Issuer Trust to which the Securities were initially issued)Company. Dated:___________________ ___________________________________________ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.)) By:____________________________________ Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) Signature Guarantee: _____________________

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 two years (computed in accordance with paragraph (d) of Rule 144144 or such shorter time as may be provided therein) has elapsed since the date the Specified Securities were acquired from the Company Depositor or the Trust or from an affiliate (as such term is defined in Rule 144) of the CompanyDepositor or the Trust, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of paragraphs (e), (f) and (h) of Rule 144; (B) the transfer is occurring after a holding period by the Owner of at least three years (or such shorter time as may be provided in Rule 144(k) has elapsed since the date the Specified Securities were acquired from the Company Depositor or the Trust or from an affiliate (as such term is defined in Rule 144) of the CompanyDepositor or the Trust, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the CompanyDepositor or the Trust; or (C) the Owner is a Qualified Institutional Buyer under "qualified institutional buyer" within the meaning of Rule 144A or has acquired the Securities otherwise in accordance with Sections (1)144A, (2) or (3) hereof and is transferring the Securities to an institutional accredited investor institution that is an "accredit investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act in a transaction exempt from the registration requirements of the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Company Depositor, the Trust and the Initial Purchasers (as defined in the Trust Agreement relating to the Issuer Trust to which the Securities were initially issued)Purchaser. Dated:_________________ _____________________________________________ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.)

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 two years (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were acquired from the Company Corporation or from an affiliate (as such term is defined in Rule 144) of the CompanyCorporation, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of paragraphs (e), (f) and (h) of Rule 144; (B) the transfer is occurring after a holding period by the Owner of at least three years has elapsed since the date the Specified Securities were acquired from the Company Corporation or from an affiliate (as such term is defined in Rule 144) of the CompanyCorporation, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the CompanyCorporation; or (C) the Owner is a Qualified Institutional Buyer under qualified institutional buyer within the meaning of Rule 144A or has acquired the Securities otherwise in accordance with Sections (1)144a, (2) or (3) hereof and is transferring the Securities to an institutional institution that is an "accredited investor investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act in a transaction exempt from the registration requirements of the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Company Corporation and the "Initial Purchasers Purchaser" (as defined in the Trust Agreement relating to the Issuer Trust to which the Securities were initially issued). Dated: _______________________________________________________ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.)

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 two years (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were acquired from the Company or from an affiliate (as such term is defined in Rule 144) ), or such shorter period as Rule 144 may hereinafter require, of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of paragraphs (e), (f) and (h) of Rule 144; (B) the transfer is occurring after a holding period by the Owner of at least three years has elapsed since the date the Specified Securities were acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company; or (C) the Owner is a Qualified Institutional Buyer under Rule 144A or has acquired the Securities otherwise in accordance with Sections (1), (2) or (3) hereof and is transferring the Securities to an institutional accredited investor in a transaction exempt from the requirements of the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers (as defined in the Trust Agreement relating to the Issuer Trust to which the Securities were initially issued). Dated:__________________ ___________________________________ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.)

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 two years one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were acquired from the Company Corporation or from an affiliate (as such term is defined in Rule 144) of the CompanyCorporation, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of paragraphs (e), (f) and (h) of Rule 144; (B) the transfer is occurring after a holding period by the Owner of at least three two years has elapsed since the date the Specified Securities were acquired from the Company Corporation or from an affiliate (as such term is defined in Rule 144) of the CompanyCorporation, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the CompanyCorporation; or (C) the Owner is a Qualified Institutional Buyer under qualified institutional buyer within the meaning of Rule 144A or has acquired the Securities otherwise in accordance with Sections (1)144a, (2) or (3) hereof and is transferring the Securities to an institutional institution that is an "accredited investor investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act in a transaction exempt from the registration requirements of the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Company Corporation and the "Initial Purchasers Purchaser" (as defined in the Trust Agreement relating to the Issuer Trust to which the Securities were initially issued). Dated: _____________________________________________ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.)