Common use of Rule 144A Eligibility Clause in Contracts

Rule 144A Eligibility. On the Closing Date, the Securities will not be of the same class (within the meaning of Rule 144A under the Securities Act) as any securities of the Issuer or the Guarantors that are listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in an automated inter-dealer quotation system; and each of the Preliminary Offering Circular and the Offering Circular, as of its respective date, contains or will contain all the information that, if requested by a prospective purchaser of the Securities, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under the Securities Act.

Rule 144A Eligibility. On the Merger Closing Date, the Securities will not be of the same class (class, within the meaning of Rule 144A under the Securities Act) , as any securities of the Issuer or the Guarantors that are issued by RRI listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in an automated inter-dealer quotation system; and each of the Preliminary Offering Circular Memorandum and the Offering CircularMemorandum, as of its respective date, contains or will contain all the information that, if requested by a prospective purchaser of the Securities, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under the Securities Act.

Rule 144A Eligibility. On the Closing Date, the Securities will not be of the same class (class, within the meaning of Rule 144A under the Securities Act) , as any securities of the Escrow Issuer or the Guarantors that are listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in an automated inter-dealer quotation system; and each of the Preliminary Offering Circular Memorandum and the Offering CircularMemorandum, as of its respective datethe Closing Date, contains or will contain all the information that, if requested by a prospective purchaser of the Securities, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under the Securities Act.

Rule 144A Eligibility. On the Closing Date, the Securities Notes will not be of the same class (within the meaning of Rule 144A under the Securities Act) as any securities of the any Issuer or the Guarantors that are listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in an automated inter-dealer quotation system; and each of the Preliminary Offering Circular Memorandum and the Offering CircularMemorandum, as of its respective date, contains or will contain all the information that, if requested by a prospective purchaser of the SecuritiesNotes, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under the Securities Act.

Rule 144A Eligibility. On the Closing Date, the Securities will not be of the same class (within the meaning of Rule 144A 144A(d)(3) under the Securities Act) as any securities of the Issuer or the Guarantors that are Company listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in an a U.S. automated inter-dealer quotation system; and each of the Preliminary Offering Circular Memorandum and the Offering CircularMemorandum, each as of its respective date, contains or will contain all the information that, if requested by a prospective purchaser of the Securities, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under the Securities Act.

Rule 144A Eligibility. On The Securities are eligible for resale pursuant to Rule 144A and on the Closing Date, the Securities will not be of the same class (within the meaning of Rule 144A under the Securities Act) as any securities of the Issuer or the Guarantors that are securi- ties listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in an automated inter-dealer quotation system; and each of the Preliminary Offering Circular Memorandum, the Time of Sale Information and the Offering CircularMemorandum, as of its respective date, contains or will contain all the information in all material respects that, if requested by a prospective purchaser of the Securities, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under the Securities Act.

Rule 144A Eligibility. On the Closing Date, the Securities will not be of the same class (within the meaning of Rule 144A under the Securities Act) as any securities of the Issuer or the Guarantors that are listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in an automated inter-dealer quotation systemsystem (for the avoidance of doubt, the Common Shares are listed on the NYSE, which is a national securities exchange registered under Section 6 of the Exchange Act); and each of the Preliminary Offering Circular Time of Sale Information, as of the Time of Sale, and the Offering CircularMemorandum, as of its respective date, contains or will contain all the information that, if requested by a prospective purchaser of the Securities, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under the Securities Act.

Rule 144A Eligibility. On the Closing Date, the Offered Securities will not be of the same class (within the meaning of Rule 144A under 144A(d)(3) of the Securities Act) as any securities of the Issuer or the Guarantors that are listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in an automated inter-dealer quotation system; and each of the Preliminary Offering Circular and the Final Offering Circular, as of its respective date, contains or will contain all the information that, if requested by a prospective purchaser of the Offered Securities, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under the Securities Act.

Rule 144A Eligibility. On the Closing Date, the Securities Notes and the Guarantees will not be of the same class (within the meaning of Rule 144A under the Securities Act) as any securities of the Issuer Company or the Guarantors any Guarantor that are listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in an automated inter-dealer quotation system; and each of the Preliminary Offering Circular Memorandum and the Offering CircularMemorandum, as of its respective date, contains or will contain all the information that, if requested by a prospective purchaser of the SecuritiesNotes, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under the Securities Act.

Rule 144A Eligibility. On the Closing Date, the Securities will not be of the same class (within the meaning of Rule 144A under the Securities Act) as any securities of the Issuer or the Guarantors that are listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in an automated inter-dealer quotation systemsystem (as determined pursuant to Rule 144A under the Securities Act); and each of the Preliminary Offering Circular Time of Sale Information, as of the Time of Sale, and the Offering CircularMemorandum, as of its respective date, contains or will contain all the information that, if requested by a prospective purchaser of the Securities, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under the Securities Act.

Rule 144A Eligibility. On the Closing Date, the Securities will not be of the same class (within the meaning of Rule 144A under the Securities Act) as any securities of the Issuer or the Guarantors that are listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in an automated inter-dealer quotation system; and each of the Preliminary Offering Circular Memorandum and the Offering CircularMemorandum, as of its respective date, contains or will contain all the information that, if requested by a prospective purchaser of the Securities, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under the Securities Act.