Common use of Eligibility for Resale under Rule 144A Clause in Contracts

Eligibility for Resale under Rule 144A. As of the Closing Date, the Notes will be eligible for resale pursuant to Rule 144A and will not be of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system.

Eligibility for Resale under Rule 144A. As of the Closing Date, the The Notes will be are eligible for resale pursuant to Rule 144A and will not not, at the Closing Time, be of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in on a U.S. automated inter-dealer interdealer quotation system.

Eligibility for Resale under Rule 144A. As of the Closing Date, the The Notes will be are eligible for resale pursuant to Rule 144A and will not not, at the Closing Date, be of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in on a U.S. automated inter-dealer interdealer quotation system.

Eligibility for Resale under Rule 144A. As of the Closing Date, the The Original Notes will be are eligible for resale pursuant to Rule 144A 144A(d)(3) under the 1933 Act and will not be be, at the Closing Time, of the same class (within the meaning of Rule 144A) as any class of an Issuer’s securities listed on a national securities exchange registered under Section 6 of the Exchange 1934 Act or that are quoted in a U.S. United States automated inter-dealer interdealer quotation system.

Eligibility for Resale under Rule 144A. As of The Notes and the Closing Date, the Notes will be Guarantees are eligible for resale pursuant to Rule 144A and will not be be, at the Closing Date, of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer interdealer quotation system.

Eligibility for Resale under Rule 144A. As of The Notes (including the Closing Date, the Notes will be Cross-Guarantee) are eligible for resale pursuant to Rule 144A and will not be be, at the Closing Date, of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer interdealer quotation system.

Eligibility for Resale under Rule 144A. As of the Closing Date, the The Notes will be are eligible for resale pursuant to Rule 144A and will not be be, at the Closing Date, of the same class as securities listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) or quoted in a U.S. automated inter-dealer interdealer quotation system.

Eligibility for Resale under Rule 144A. As of the Closing Date, the Notes will be eligible for resale pursuant to Rule 144A and will not be of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer deafer quotation system.

Eligibility for Resale under Rule 144A. As of the Closing Date, the The Notes will be are eligible for resale pursuant to Rule 144A and will not be be, at the First Closing Date and the Second Closing Date, as the case may be, of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer interdealer quotation system.

Eligibility for Resale under Rule 144A. As of The Notes will not be, at the Closing Date, the Notes will be eligible for resale pursuant to Rule 144A and will not be of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer interdealer quotation system.system within the meaning of Rule 144A.

Eligibility for Resale under Rule 144A. As of The Notes will not, on the Closing Date, the Notes will be eligible for resale pursuant to Rule 144A and will not be of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in on a U.S. automated inter-dealer interdealer quotation system.

Eligibility for Resale under Rule 144A. As of the Closing Date, the The Notes will be are eligible for resale pursuant to Rule 144A and will not be be, at the Closing Date, of the same class as securities Notes listed on a national securities exchange registered under Section 6 of the Exchange Act Act, or quoted in a U.S. automated inter-dealer interdealer quotation system.

Eligibility for Resale under Rule 144A. As of the Closing Date, the The Notes will be are eligible for initial resale pursuant to Rule 144A and will not be be, at the Closing Date, of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer interdealer quotation system.

Eligibility for Resale under Rule 144A. As of the Closing Date, the The Notes will be are eligible for resale pursuant to Rule 144A and will are not be of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in on a U.S. automated inter-dealer interdealer quotation system.

Eligibility for Resale under Rule 144A. As of the Closing Date, the The Notes will be are eligible -------------------------------------- for resale pursuant to Rule 144A and will not not, at the Closing Date, be of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in on a U.S. automated inter-dealer interdealer quotation system.