Rule 12h-5

Exemption for Subsidiary Issuers of
Guaranteed Securities and Subsidiary Guarantors

a. Any issuer of a guaranteed security, or guarantor of a security, that is permitted to omit financial statements by Rule 3-10 of Regulation S-X is exempt from the requirements of Section 15(d) of the Act.

b. Any issuer of a guaranteed security, or guarantor of a security, that would be permitted to omit financial statements by Rule 3-10 of Regulation S-X, but is required to file financial statements in accordance with the operation of Rule 3-10(g) of Regulation S-X, is exempt from the requirements of Section 15(d) of the Act.