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

Status as a Well-Known Seasoned Issuer. (A) At the time of filing the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time MUFG or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) of the 1933 Act Regulations (“Rule 163(c)”) made any offer relating to the Shares in reliance on the exemption of Rule 163 of the 1933 Act Regulations (“Rule 163”) and (D) at the date hereof, MUFG was and is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Regulations (“Rule 405”). The Registration Statement is an “automatic shelf registration statement”, as defined in Rule 405, and the Shares, since their registration on the Registration Statement, have been and shall remain eligible for registration by MUFG on a Rule 405 “automatic shelf registration statement.” MUFG has not received from the Commission any notice pursuant to Rule 401(g)(2) of the 1933 Act Regulations objecting to the use of the automatic shelf registration form. At the time of the Original Registration Statement, at the earliest time thereafter that MUFG or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the U.S. Shares and at the date hereof, MUFG was not and is not an “ineligible issuer” as defined in Rule 405.

Status as a Well-Known Seasoned Issuer. (A) At the time of filing the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time MUFG the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) of the 1933 Act Regulations (“Rule 163(c)”Regulations) made any offer relating to the Shares Securities in reliance on the exemption of provided by Rule 163 of the 1933 Act Regulations (“Rule 163”) and (D) at the date hereof, MUFG the Company was and is a “well-known seasoned issuer,” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”). The Registration Statement is an “automatic shelf registration statement”, ,” as defined in Rule 405, and the SharesSecurities, since their registration on the Registration Statement, have been and shall remain eligible for registration by MUFG the Company on a Rule 405 “automatic shelf registration statement.” MUFG The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the 1933 Act Regulations objecting to the use of the automatic shelf registration statement form. At the time of filing the Original Registration Statement, at the earliest time thereafter that MUFG the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the U.S. Shares Securities and at the date hereof, MUFG the Company was not and is not an “ineligible issuer,” as defined in Rule 405.

Status as a Well-Known Seasoned Issuer. (A) At the time of filing the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time MUFG the Guarantor or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) of the 1933 Act Regulations (“Rule 163(c)”Regulations) made any offer relating to the Shares Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulations (“Rule 163”) and (D) at the date hereof, MUFG the Guarantor was and is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”). The Registration Statement is an “automatic shelf registration statement”, ,” as defined in Rule 405, and the SharesSecurities, since their registration on the Registration Statement, have been and shall remain eligible for registration by MUFG the Guarantor on a Rule 405 “automatic shelf registration statement.” MUFG ”. The Guarantor has not received from the Commission any notice pursuant to Rule 401(g)(2) of the 1933 Act Regulations objecting to the use of the automatic shelf registration statement form. At the time of filing the Original Registration Statement, at the earliest time thereafter that MUFG the Guarantor or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the U.S. Shares Securities and at the date hereof, MUFG the Guarantor was not and is not an “ineligible issuer,” as defined in Rule 405.

Status as a Well-Known Seasoned Issuer. (A) At the time of filing the Original Registration Statement, (B) at the time of the most recent amendment thereto to the Registration Statement for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-–effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time MUFG the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) of the 1933 Act Regulations (“Rule 163(c)”Regulations) made any offer relating to the Shares Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulations (“Rule 163”) and (D) at the date hereof, MUFG was and the Company is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”). The Registration Statement is an “automatic shelf registration statement”, ” as defined in Rule 405, and the SharesSecurities, since their registration on the Registration Statement, have been and shall remain eligible for registration by MUFG the Company on a Rule 405 “automatic shelf registration statement.” MUFG The Company has not received from the Commission any notice notice, including pursuant to Rule 401(g)(2) of the 1933 Act Regulations Regulations, objecting to the use of the automatic shelf registration statement form. At the time of filing the Original Registration Statement, at the earliest time thereafter that MUFG the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the U.S. Shares Securities and at the date hereof, MUFG 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 subject of a judicial or administrative decree or order as described in Rule 405.

Status as a Well-Known Seasoned Issuer. (A) At the time of filing the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-post- effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time MUFG the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) of under the 1933 Act Regulations (“Rule 163(c)”Act) made any offer relating to the Shares Securities in reliance on the exemption of Rule 163 of under the 1933 Act Regulations (“Rule 163”) and (D) at the date hereof, MUFG the Company was and is a “well-known seasoned issuer” as defined in Rule 405 of under the 1933 Regulations Act (“Rule 405”). The Registration Statement is an “automatic shelf registration statement”, ,” as defined in Rule 405, that automatically became effective not more than three years prior to the date hereof, and the SharesSecurities, since their registration on the Registration Statement, have been and shall remain eligible for registration by MUFG the Company on a Rule 405 “automatic shelf registration statement.” MUFG The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of under the 1933 Act Regulations objecting to the use of the automatic shelf registration statement form. At the time of filing the Original Registration Statement, at the earliest time thereafter that MUFG the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of under the 1933 Act RegulationsAct) of the U.S. Shares Securities and at the date hereof, MUFG the Company was not and is not an “ineligible issuer,” as defined in Rule 405.

Status as a Well-Known Seasoned Issuer. (A) At the time of filing the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time MUFG the Guarantor or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) of the 1933 Act Regulations (“Rule 163(c)”Regulations) made any offer relating to the Shares Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulations (“Rule 163”) and (D) at the date hereof, MUFG the Guarantor was and is a “well-well- known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”). The Registration Statement is an “automatic shelf registration statement”, ,” as defined in Rule 405, and the SharesSecurities, since their registration on the Registration Statement, have been and shall remain eligible for registration by MUFG the Guarantor on a Rule 405 “automatic shelf registration statement.” MUFG ”. The Guarantor has not received from the Commission any notice pursuant to Rule 401(g)(2) of the 1933 Act Regulations objecting to the use of the automatic shelf registration statement form. At the time of filing the Original Registration Statement, at the earliest time thereafter that MUFG the Guarantor or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the U.S. Shares Securities and at the date hereof, MUFG the Guarantor was not and is not an “ineligible issuer,” as defined in Rule 405.

Status as a Well-Known Seasoned Issuer. (A) At the time of filing the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the earliest time MUFG after each of the times referred to in (A) and (B) above that the Company or another offering participant made a bona fide offer within the meaning of Rule 164(h)(2) of the 1933 Act Regulations, (D) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) of the 1933 Act Regulations (“Rule 163(c)”Regulations) made any offer relating to the Shares Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulations (“Rule 163”) and (DE) at the date hereoftime of effectiveness of this Agreement and at the Closing Time, MUFG was the Company (X) was, is and is will be a “"well-known seasoned issuer” ", as defined in Rule 405 of the 1933 Act Regulations (“"RULE 405") and (Y) was not, is not and will not be an "ineligible issuer", as defined in Rule 405”). The Registration Statement is an “"automatic shelf registration statement”, ," as defined in Rule 405, and the SharesSecurities, since their registration on the Registration Statement, have been and shall remain eligible for registration by MUFG the Company on a Rule 405 “"automatic shelf registration statement.” MUFG ". The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the 1933 Act Regulations objecting to the use of the automatic shelf registration statement form. At the time of the Original Registration Statement, at the earliest time thereafter that MUFG or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the U.S. Shares and at the date hereof, MUFG was not and is not an “ineligible issuer” as defined in Rule 405.

Status as a Well-Known Seasoned Issuer. (A) At the time of filing the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), ) and (C) at the time MUFG the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) of the 1933 Act Regulations (“Rule 163(c)”Regulations) made any offer relating to the Shares Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulations (“Rule 163”) and (D) at Regulations, the date hereof, MUFG Company was and is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”), including not having been an “ineligible issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement”, ,” as defined in Rule 405, and the SharesSecurities, since their registration on the Registration Statement, have been and shall remain eligible for registration by MUFG the Company on a Rule 405 “automatic shelf registration statement.” MUFG ”. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the 1933 Act Regulations objecting to the use of the automatic shelf registration statement form. At the time of filing the Original Registration Statement, at the earliest time thereafter that MUFG the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the U.S. Shares Securities and at the date hereof, MUFG the Company was not and is not an “ineligible issuer,” as defined in Rule 405.