Qualified Institutional Buyer Status

We are a “qualified institutional buyer” (as defined in section (a) of Rule 144A) in that we satisfy the requirements of one or more of paragraphs (1) through (6) hereof (check applicable box(es)):

  1. We are an entity referred to in subparagraphs (A) through (G) hereof, acting for our own account or the accounts of other qualified institutional buyers, that in the aggregate owned and invested on a discretionary basis at least the amount of securities specified on the signature page attached hereto (not less than $100 million), calculated as provided in Rule 144A, as of the date specified on the signature page attached hereto.

    (A)  Corporation, etc.  A corporation (other than a bank, savings and loan or similar institution referred to in (2) below), partnership, Massachusetts or similar business trust, organization described in Section 501(c)(3) of the Internal Revenue Code, small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958 or business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; or

    (B)  Insurance Company.  An insurance company as defined in Section 2(13) of the Securities Act; or

    (C)  ERISA Plan.  An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974; or

    (D)  State or Local Plan.  A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees; or

    (E)  Trust Fund.  Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in subparagraphs (C) or (D) above, except trust funds that include as participants individual retirement accounts or HR. 10 plans; or

    (F)  Investment Company.  An investment company registered under the Investment Company Act of 1940 or any business development company as defined in Section 2(a)(48) of that Act; or

    (G)  Investment Adviser.  An investment adviser registered under the Investment Advisers Act of 1940.

  2. Bank or Savings and Loan. We are a bank as defined in Section 3(a)(2) of the Securities Act, a savings and loan association or other institution referenced in Section 3(a)(5)(A) of the Securities Act, or a foreign bank or savings and loan association or equivalent institution, acting for our own account or the accounts of other qualified institutional buyers, that in the aggregate owned and invested on a discretionary basis at least the amount of securities specified on the signature page attached hereto (not less than $100 million), calculated as provided in Rule 144A, as of the date specified on the signature page attached hereto and had an audited net worth of at least $25 million as of the end of our most recent fiscal year, as demonstrated in our latest annual financial statements. (This paragraph does not include bank commingled funds.)
  3. One of a Family of Investment Companies. We are an investment company registered under the Investment Company Act of 1940, acting for our own account or the accounts of other qualified institutional buyers, that is a part of a “family of investment companies” as defined in Rule 144A, that owned in the aggregate at least the amount of securities specified on the signature page attached hereto (not less than $100 million), calculated as provided in Rule 144A, as of the date specified on the signature page attached hereto.
  4. Dealer. We are a dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act“), acting for our own account or the accounts of other qualified institutional buyers, that in the aggregate owned and invested on a discretionary basis at least the amount of securities specified on the signature page attached hereto (not less than $10 million), calculated as provided in Rule 144A, as of the date specified on the signature page attached hereto.
  5. Dealer (Riskless Principal Transaction). We are a dealer registered under Section 15 of the Exchange Act acting in a riskless principal transaction on behalf of a qualified institutional buyer (satisfying one or more of (1) through (4) above, including, as applicable, the $100 million test).
  6. Entity Owned by Qualified Buyers. We are an entity, all of the equity owners of which are qualified institutional buyers (each satisfying one or more of (1) through (5) above, including, as applicable, the $100 million test), acting for our own account or the accounts of other qualified institutional buyers.