Common use of Status as a Well-Known Seasoned Issuer Clause in Contracts

Status as a Well-Known Seasoned Issuer. (i) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (ii) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at any time the Transaction Entities or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c)) of the Securities Act made any offer relating to the Shares in reliance on the exemption of Rule 163 of the Securities Act and (iv) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405 of the Securities Act, including not having been and not being an “ineligible issuer” as defined in Rule 405 of the Securities Act (without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405 of the Securities Act). The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Transaction Entities on such an “automatic shelf registration statement.” The Transaction Entities have not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to the use of the automatic shelf registration statement form. Any written communication that was an offer relating to the Shares made by the Transaction Entities or any person acting on their behalf (within the meaning, for this sentence only, of Rule 163(c) of the Securities Act) prior to the filing of the Registration Statement has been filed with the Commission in accordance with Rule 163 of the Securities Act and otherwise complied with the requirements of Rule 163 of the Securities Act, including, without limitation, the legending requirement, to qualify such offer for the exemption from Section 5(c) of the Securities Act provided by Rule 163 of the Securities Act.

Status as a Well-Known Seasoned Issuer. (iA) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (iiB) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the Securities 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange 1934 Act or form of prospectus), (iiiC) at any time the Transaction Entities or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c)) of the Securities Act made any offer relating to the Shares Securities in reliance on the exemption of Rule 163 of the Securities Act and (ivD) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405 of the Securities Act405, including not having been and not being an “ineligible issuer” as defined in Rule 405 of the Securities Act (without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405 of the Securities Act405). The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act and the SharesSecurities, since their registration on the Registration Statement, have been and remain eligible for registration by the Transaction Entities on such an “automatic shelf registration statement.” The Transaction Entities have not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to the use of the automatic shelf registration statement form. Any written communication that was an offer relating to the Shares Securities made by the Transaction Entities or any person acting on their behalf (within the meaning, for this sentence only, of Rule 163(c) of the Securities Act)) prior to the filing of the Registration Statement has been filed with the Commission in accordance with Rule 163 of the Securities Act and otherwise complied with the requirements of Rule 163 of the Securities Act163, including, including without limitation, limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the Securities 1933 Act provided by Rule 163 of the Securities Act163.

Status as a Well-Known Seasoned Issuer. (iA) At the respective times time of filing the initial Registration Statement or any amendments thereto were filed with the CommissionStatement, (iiB) at the time of the most recent amendment to the Registration Statement thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iiiC) at any the time the Transaction Entities Company or any person acting on their its behalf (within the meaning, for this clause only, of Rule 163(c)) of the Securities Act Rules and Regulations) made any offer relating to the Shares Securities in reliance on the exemption of Rule 163 of the Securities Act Rules and Regulations and (ivD) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405 of the Securities ActRules and Regulations (“Rule 405”), including not having been and not being an “ineligible issuer” as defined in Rule 405 of the Securities Act (without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405 of the Securities Act)405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act 405, and the SharesSecurities, since their registration on the Registration Statement, have been and remain eligible for registration by the Transaction Entities Company on such an a Rule 405 “automatic shelf registration statement.” ”. The Transaction Entities have Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act Rules and Regulations objecting to the use of the automatic shelf registration statement form. Any written communication At the time of filing the Original Registration Statement, at the earliest time thereafter that was an the Company or another offering participant made a bona fide offer relating to the Shares made by the Transaction Entities or any person acting on their behalf (within the meaning, for this sentence only, meaning of Rule 163(c164(h)(2) of the Rules and Regulations) of the Securities Act) prior to and at the filing date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405, including the Company or any other subsidiary in the preceding three years not having been convicted of a felony or misdemeanor or having been made the Registration Statement has been filed with subject of a judicial or administrative decree or order as described in Rule 405, without taking account of any determination by the Commission in accordance with pursuant to Rule 163 of 405 that it is not necessary that the Securities Act and otherwise complied with the requirements of Rule 163 of the Securities Act, including, without limitation, the legending requirement, to qualify such offer for the exemption from Section 5(c) of the Securities Act provided by Rule 163 of the Securities ActCompany be considered an “ineligible issuer.”

Status as a Well-Known Seasoned Issuer. (iA) At the respective times time of filing the Original Registration Statement or any amendments thereto were filed with the Commissionon Xxxxx 00, 0000, (iiX) at the time of filing any Replacement Registration Statement that is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act (“Rule 405”), (C) at the time of the most recent amendment to the Original Registration Statement or any such Replacement Registration Statement for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iiiD) at any the time the Transaction Entities Company or any person acting on their its behalf (within the meaning, for this clause paragraph only, of Rule 163(c)) of the Securities Act Act) made any offer relating to the Shares in reliance on the exemption of Rule 163 of the Securities Act Act, and (ivE) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405 of the Securities Act405, including not having been and not being an “ineligible issuer,” as defined in Rule 405 of the Securities Act (without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405 of the Securities Act)405. The Original Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act 405, and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Transaction Entities Company on such an a Rule 405 “automatic shelf registration statement.” The Transaction Entities have Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to the use of the any Registration Statement that is an automatic shelf registration statement formstatement. Any written communication that was an offer relating to The Company has paid, or if the Shares made by the Transaction Entities or any person acting on their behalf (within the meaning, for this sentence only, of Rule 163(c) of the Securities Act) prior to the filing of the Registration Statement Prospectus Supplement has not yet been filed with the Commission in accordance with Rule 163 of the Securities Act and otherwise complied with the requirements of Rule 163 of the Securities Act, including, without limitationwill pay, the legending requirement, required Commission filing fees relating to qualify such offer for the exemption from Section 5(cShares within the time required by Rule 456(b)(1)(i) of the Securities Act provided by Rule 163 without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities ActAct (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of the Prospectus).

Status as a Well-Known Seasoned Issuer. (iA) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (iiB) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iiiC) at any time the Transaction Entities Company or any person acting on their its behalf (within the meaning, for this clause only, of Rule 163(c)) of the Securities Act made any offer relating to the Shares Securities in reliance on the exemption of Rule 163 of the Securities Act and (ivD) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405 of the Securities Act, including not having been and not being an “ineligible issuer” as defined in Rule 405 of the Securities Act (without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405 of the Securities Act). The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act and the SharesSecurities, since their registration on the Registration Statement, have been and remain eligible for registration by the Transaction Entities Company on such an “automatic shelf registration statement.” The Transaction Entities have Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to the use of the automatic shelf registration statement form. Any written communication that was an offer relating to the Shares Securities made by the Transaction Entities Company or any person acting on their its behalf (within the meaning, for this sentence only, of Rule 163(c) of the Securities Act) prior to the filing of the Registration Statement has been filed with the Commission in accordance with Rule 163 of the Securities Act and otherwise complied with the requirements of Rule 163 of the Securities Act, including, including without limitation, limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the Securities Act provided by Rule 163 of the Securities Act.

Status as a Well-Known Seasoned Issuer. (iA) At the respective times time of filing the Original Registration Statement or any amendments thereto were filed with the Commissionon March 31, 2017, (iiB) at the time of filing any Replacement Registration Statement that is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act (“Rule 405”), (C) at the time of the most recent amendment to the Original Registration Statement or any such Replacement Registration Statement for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iiiD) at any the time the Transaction Entities Company or any person acting on their its behalf (within the meaning, for this clause paragraph only, of Rule 163(c)) of the Securities Act Act) made any offer relating to the Shares in reliance on the exemption of Rule 163 of the Securities Act Act, and (ivE) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405 of the Securities Act405, including not having been and not being an “ineligible issuer,” as defined in Rule 405 of the Securities Act (without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405 of the Securities Act)405. The Original Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act 405, and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Transaction Entities Company on such an a Rule 405 “automatic shelf registration statement.” The Transaction Entities have Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to the use of the any Registration Statement that is an automatic shelf registration statement formstatement. Any written communication that was an offer relating to The Company has paid, or if the Shares made by the Transaction Entities or any person acting on their behalf (within the meaning, for this sentence only, of Rule 163(c) of the Securities Act) prior to the filing of the Registration Statement Prospectus Supplement has not yet been filed with the Commission in accordance with Rule 163 of the Securities Act and otherwise complied with the requirements of Rule 163 of the Securities Act, including, without limitationwill pay, the legending requirement, required Commission filing fees relating to qualify such offer for the exemption from Section 5(cShares within the time required by Rule 456(b)(1)(i) of the Securities Act provided by Rule 163 without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities ActAct (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of the Prospectus).

Status as a Well-Known Seasoned Issuer. (iA) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (iiB) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iiiC) at any time the Transaction Entities or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c)) of the Securities Act made any offer relating to the Shares in reliance on the exemption of Rule 163 of the Securities Act and (ivD) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405 of the Securities Act, including not having been and not being an “ineligible issuer” as defined in Rule 405 of the Securities Act (without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405 of the Securities Act). The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Transaction Entities on such an “automatic shelf registration statement.” The Transaction Entities have not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to the use of the automatic shelf registration statement form. Any written communication that was an offer relating to the Shares made by the Transaction Entities or any person acting on their behalf (within the meaning, for this sentence only, of Rule 163(c) of the Securities Act) prior to the filing of the Registration Statement has been filed with the Commission in accordance with Rule 163 of the Securities Act and otherwise complied with the requirements of Rule 163 of the Securities Act, including, including without limitation, limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the Securities Act provided by Rule 163 of the Securities Act.

Status as a Well-Known Seasoned Issuer. (iA) At the respective times time of filing the Original Registration Statement or any amendments thereto were filed with the Commissionon April 10, 2013, (iiB) at the time of filing any Replacement Registration Statement that is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act (“Rule 405”), (C) at the time of the most recent amendment to the Original Registration Statement or any such Replacement Registration Statement for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iiiD) at any the time the Transaction Entities Company or any person acting on their its behalf (within the meaning, for this clause only, of Rule 163(c)) of the Securities Act ) made any offer relating to the Shares Securities in reliance on the exemption of Rule 163 of the Securities Act Act, and (ivE) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405 of the Securities Act, including not having been and not being an “ineligible issuer” as defined in Rule 405 of the Securities Act (without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405 of the Securities Act)405. The Original Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act 405, and the SharesSecurities, since their registration on the Registration Statement, have been and remain eligible for registration by the Transaction Entities Company on such an a Rule 405 “automatic shelf registration statement.” The Transaction Entities have Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to the use of the any Registration Statement that is an automatic shelf registration statement formstatement. Any written communication that was an offer relating to The Company has paid, or if the Shares made by the Transaction Entities or any person acting on their behalf (within the meaning, for this sentence only, of Rule 163(c) of the Securities Act) prior to the filing of the Registration Statement Prospectus Supplement has not yet been filed with the Commission in accordance with Rule 163 of will pay, the required Commission filing fees relating to the Securities Act and otherwise complied with within the requirements of time required by Rule 163 of the Securities Act, including, without limitation, the legending requirement, to qualify such offer for the exemption from Section 5(c456(b)(1)(i) of the Securities Act provided by Rule 163 without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities ActAct (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of the Prospectus).

Status as a Well-Known Seasoned Issuer. (iA) At the respective times the Registration Statement (as defined below) or any amendments thereto were filed with the Commission, (iiB) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the Securities Act of 1933, as amended (the “Act”) (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amedned (the “Exchange Act”) or form of prospectus), (iiiC) at any time the Transaction Entities Partnership or any person acting on their its behalf (within the meaning, for this clause only, of Rule 163(c)) of the Securities Act made any offer relating to the Shares Common Units in reliance on the exemption of Rule 163 of the Securities Act and (ivD) at the date hereof, the Company Partnership was and is a “well-known seasoned issuer” as defined in Rule 405 of the Securities Act405, including not having been and not being an “ineligible issuer” as defined in Rule 405 of the Securities Act (without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405 of the Securities Act405). The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act and the SharesCommon Units, since their registration on the Registration Statement, have been and remain eligible for registration by the Transaction Entities Partnership on such an “automatic shelf registration statement.” The Transaction Entities have Partnership has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to the use of the automatic shelf registration statement form. Any written communication that was an offer relating to the Shares Common Units made by the Transaction Entities Partnership or any person acting on their its behalf (within the meaning, for this sentence only, of Rule 163(c) of the Securities Act)) prior to the filing of the Registration Statement has been filed with the Commission in accordance with Rule 163 of the Securities Act and otherwise complied with the requirements of Rule 163 of the Securities Act163, including, including without limitation, limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the Securities Act provided by Rule 163 163. The term “Registration Statement” means the Company’s registration statement on Form S–3 (Registration No. 333- 187337) as amended (if applicable), including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S–3 under the Act and the Rule 430A Information. The term “Rule 430A Information” means the information included in the Prospectus that was omitted from the Registration Statement at the time it became effective but that is deemed to be a part of the Securities Act.Registration Statement at the time it became effective pursuant to Rule 430A.

Status as a Well-Known Seasoned Issuer. (iA) At the respective times time of filing the Original Registration Statement or any amendments thereto were filed with the CommissionStatement, (iiB) at the time of the most recent amendment to the Registration Statement thereto for the purposes of complying with Section 10(a)(3) of the Securities 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange 1934 Act or form of prospectus), (iiiC) at any the time the Transaction Entities Issuer or MUFG or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c)) of the Securities 1933 Act Regulations (“Rule 163(c)”)) made any offer relating to the Shares Preferred Securities in reliance on the exemption of Rule 163 of the Securities 1933 Act Regulations (“Rule 163”) and (ivD) at the date hereof, each of the Company Issuer and MUFG was and is a “well-known seasoned issuer” as defined in Rule 405 of the Securities Act, including not having been and not being an 1933 Act Regulations (“ineligible issuer” as defined in Rule 405 of the Securities Act (without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405 of the Securities Act405”). The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act 405, and the SharesPreferred Securities and the Guarantee, since their registration on the Registration Statement, have been and remain eligible for registration by the Transaction Entities Issuer and MUFG on such an a Rule 405 “automatic shelf registration statement.” The Transaction Entities have not None of the Issuer or MUFG has received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities 1933 Act Regulations objecting to the use of the automatic shelf registration statement form. Any written communication At the time of filing the Original Registration Statement, at the earliest time thereafter that was an the Issuer or MUFG or another offering participant made a bona fide offer relating to the Shares made by the Transaction Entities or any person acting on their behalf (within the meaning, for this sentence only, meaning of Rule 163(c164(h)(2) of the Securities Act) prior to the filing of the Registration Statement has been filed with the Commission in accordance with Rule 163 of the Securities 1933 Act and otherwise complied with the requirements of Rule 163 of the Securities Act, including, without limitation, the legending requirement, to qualify such offer for the exemption from Section 5(cRegulations) of the Preferred Securities Act provided by and at the date hereof, neither the Issuer nor MUFG was or is an “ineligible issuer,” as defined in Rule 163 of the Securities Act405.

Status as a Well-Known Seasoned Issuer. (iA) At the respective times time of filing the Registration Statement or any amendments thereto were filed with the CommissionStatement, (iiB) at the time of the most recent amendment to the Registration Statement thereto for the purposes of complying with Section 10(a)(3) of the Securities 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange 1934 Act or form of prospectus), (iiiC) at any the time the Transaction Entities Company or any person acting on their its behalf (within the meaning, for this clause only, of Rule 163(c)) of the Securities 1933 Act Regulations) made any offer relating to the Shares Notes in reliance on the exemption of provided by Rule 163 of the Securities 1933 Act Regulations (“Rule 163”) and (ivD) at the date hereof, the Company was and is a “well-known seasoned issuer,” as defined in Rule 405, including not having been an “ineligible issuer,” as defined in Rule 405 of at the Securities Act, including not having been times set forth in clauses (A) and not being an “ineligible issuer” as defined in Rule 405 of (B); the Securities Act (without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405 of the Securities Act). The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act 405, and the SharesNotes, since their registration on the Registration Statement, have been and remain eligible for registration by the Transaction Entities Company on such an a Rule 405 “automatic shelf registration statement.;” The Transaction Entities have and the Company has not received from the Commission SEC any notice pursuant to Rule 401(g)(2) of the Securities 1933 Act Regulations objecting to the use of the automatic shelf registration statement form. Any written communication that was an offer relating Rule 164(e)(2) applies to each Issuer Free Writing Prospectus with respect to the Shares Notes.” [(7) Reference is made by the Transaction Entities or any person acting on their behalf (within the meaning, for this sentence only, of Rule 163(c) of the Securities Act) prior to the filing of items that are set forth in Exhibit 99.1 to the Registration Statement has been Company’s Current Report on Form 8-K, as filed with the Commission SEC on , 20 , which is incorporated by reference in accordance with Rule 163 the Prospectus, and circled and marked by an “X” on the copy of such exhibit attached hereto as Annex A (the items so circled and marked, the “Financial Numbers”); the Company represents and warrants to the Underwriters that, as of the Securities Act and otherwise complied date such report was filed with the requirements of Rule 163 SEC, as of the Securities Act, including, without limitationdate hereof and as of any other date on which this representation and warranty is deemed to be made, the legending requirement, to qualify such offer for the exemption from Section 5(c) officers of the Securities Act provided by Rule 163 Company responsible for and familiar with the accounting, operations and records systems of the Securities ActCompany and its consolidated subsidiaries have supervised the compilation of and reviewed the Financial Numbers, the Financial Numbers were derived from the Company’s accounting records and have been reconciled to information contained in such accounting records and the Financial Numbers are accurate and correct in all material respects.]

Status as a Well-Known Seasoned Issuer. (iA) At the respective times time of filing the Original Registration Statement or any amendments thereto were filed with the CommissionStatement, (iiB) at the time of the most recent amendment to the Registration Statement thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iiiC) at any the time the Transaction Entities Company, the Trust or any person acting on either of their behalf (within the meaning, for this clause only, of Rule 163(c)) of the Securities Act Regulations) made any offer relating to the Shares Preferred Securities in reliance on the exemption of Rule 163 of the Securities Act Regulations and (ivD) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405 of the Securities ActAct Regulations (“Rule 405”), including not having been and not being an “ineligible issuer” as defined in Rule 405 of the Securities Act (without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405 of the Securities Act)405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act 405, and the SharesPreferred Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Transaction Entities Company and the Trust on such an a Rule 405 “automatic shelf registration statement.” The Transaction Entities have not Neither the Company nor the Trust has received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act Regulations objecting to the use of the automatic shelf registration statement form. Any written communication At the time of filing the Original Registration Statement, at the earliest time thereafter that was an the Company, the Trust or another offering participant made a bona fide offer relating to the Shares made by the Transaction Entities or any person acting on their behalf (within the meaning, for this sentence only, meaning of Rule 163(c) of the Securities Act) prior to the filing of the Registration Statement has been filed with the Commission in accordance with Rule 163 of the Securities Act and otherwise complied with the requirements of Rule 163 of the Securities Act, including, without limitation, the legending requirement, to qualify such offer for the exemption from Section 5(c164(h)(2) of the Securities Act provided by Rule 163 Regulations) of the Preferred Securities Actand at the date hereof, the Company and the Trust were not and are not “ineligible issuers,” as defined in Rule 405.

Status as a Well-Known Seasoned Issuer. (iA) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (iiB) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iiiC) at any time the Transaction Entities Company or any person acting on their its behalf (within the meaning, for this clause only, of Rule 163(c)) of the Securities Act made any offer relating to the Shares Securities in reliance on the exemption of Rule 163 of the Securities Act and (ivD) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405 of the Securities Act, including not having been and not being an “ineligible issuer” as defined in Rule 405 of the Securities Act (without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405 of the Securities Act). The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act and the SharesSecurities, since their registration on the Registration Statement, have been and remain eligible for registration by the Transaction Entities Company on such an “automatic shelf registration statement.” The Transaction Entities have Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to the use of the automatic shelf registration statement form. Any written communication that was an offer relating to the Shares Securities made by the Transaction Entities Company or any person acting on their its behalf (within the meaning, for this sentence only, of Rule 163(c) of the Securities Act) prior to the filing of the Registration Statement has been filed with the Commission in accordance with Rule 163 of the Securities Act and otherwise complied with the requirements of Rule 163 of the Securities Act, including, including without limitation, limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the Securities Act provided by Rule 163 of the Securities Act.