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 Registration Statement with the Commission, (B) at the time of the most recent amendment 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 any time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption of Rule 163 and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the Registration Statement. Any written communication that was an offer relating to the Securities made by the Company or any person acting on its behalf (within the meaning, for this sentence only, of Rule 163(c)) prior to the filing of the Registration Statement has been filed with the Commission in accordance with Rule 163 and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163.

Status as a Well-Known Seasoned Issuer. (Ai)(A) At the time of filing of the Registration Statement with the CommissionStatement, (B) 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 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 any the time the Company or any person or entity acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) under the 1933 Act) made any offer relating to the Securities in reliance on the exemption of Rule 163 under the 1933 Act, and (D) at the date hereofand time that this Agreement is executed and delivered by the parties hereto (the “Execution Time”) (with such date being used as the determination date for purposes of this clause (D)), the Company was was, is and is will be a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405. The Company has not received from 405 under the Commission any notice pursuant 1933 Act; and (ii) with respect to Rule 401(g)(2) objecting to the use each offering of the Registration Statement. Any written communication that was an offer relating to Securities pursuant hereto, at the Securities made by the Company or any person acting on its behalf (within the meaning, for this sentence only, of Rule 163(c)) prior to earliest time after the filing of the Registration Statement has been filed with that the Commission in accordance with Rule 163 and otherwise complied with Company or another offering participant made a bona fide offer (within the requirements meaning of Rule 163, including without limitation 164(h)(2) under the legending requirement, to qualify such offer for the exemption from Section 5(c1933 Act) of such Securities, the Company was not and will not be an “ineligible issuer” as defined in Rule 405 under the 1933 Act provided by Rule 163Act.