Common use of Investment Company Act Clause in Contracts

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the General Disclosure Package and the Prospectus will not be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ” as such terms are defined in the Investment Company Act of 1940, as amended (the "“1940 Act"”).

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus Prospectuses will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Statutory Prospectus and the Prospectus under “Use of Proceeds” will not be, an "“investment company" or an entity "controlled" by an "investment company" ” as such terms are term is defined in the Investment Company Act of 1940, as amended (the "“1940 Act"”).

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Disclosure Package and the Prospectus will not be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ” as such terms are defined in the Investment Company Act of 1940, as amended (the "“1940 Act"”).

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ” as such terms are defined in the Investment Company Act of 1940, as amended (the "“1940 Act"”).

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Registration Statement, the General Disclosure Package and the Prospectus will not be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ” as such terms are defined in the Investment Company Act of 1940, as amended (the "“1940 Act"”).

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus Offering Memorandum will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the receipt and application of the net proceeds therefrom as described in the General Disclosure Package and the Prospectus under the caption “Use Of Proceeds,” will not be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ” as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are term is defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Underwritten Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the General Disclosure Package and the Prospectus will not be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ” as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act")amended.

Investment Company Act. The Company is not, and upon the ---------------------- issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "“investment company" or an entity "controlled" by an "investment company" as such terms are defined in ” within the meaning of the Investment Company Act of 1940, as amended (the "“1940 Act"”).

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus will not be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ” as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 “Investment Company Act"”).

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Registration Statement, the Disclosure Package and the Prospectus will not be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ” as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act")amended.

Investment Company Act. The Company is not, and upon after giving effect to the issuance offering and sale of the Securities as herein contemplated Shares and the application of the net proceeds therefrom thereof as described in the Time of Sale Prospectus and the Prospectus will not be, required to register as an "“investment company" or an entity "controlled" by an "investment company" ” as such terms are term is defined in the Investment Company Act of 1940, as amended (the "“1940 Act"”).

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the receipt and application of the net proceeds therefrom as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds,” will not be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ” as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the ---------------------- issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus Prospectuses will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Time of Sale Information and the Prospectus will not be, an "“investment company" or an entity "controlled" by an "investment company" as such terms are defined in ” within the meaning of the Investment Company Act of 1940, as amended (the "“1940 Act"”).

Investment Company Act. The Company is not, and and, upon the issuance and sale of the Securities Notes as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus Prospectus, will not be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ” as such terms are defined in the Investment Company Act of 1940, as amended (the "“1940 Act"”).

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities Notes as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus Disclosure Package and the Prospectus, will not be, be required to register as an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ” as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 “Investment Company Act"”). Neither the Operating Partnership nor any of the subsidiaries of the Company is an “investment company” as defined in the Investment Company Act.

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the receipt and application of the net proceeds therefrom as described in the General Disclosure Package and the Prospectus under the caption “Use Of Proceeds” will not be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ” (as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is notnot and, and upon after giving effect to the issuance offering and sale of the Securities as herein contemplated Shares and the application of the net proceeds therefrom thereof as described in the Prospectus Prospectus, will not be, be an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended amended, and the rules and regulations of the Commission thereunder (the collectively, "1940 Investment Company Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Preference Securities, the MG Securities and the Note Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus Preference Offering Memorandum will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities from time to time as herein contemplated in this Agreement and in the Alternative Distribution Agreements and the application of the net proceeds Net Proceeds therefrom as described in the Registration Statement and the Prospectus will not be, an "“investment company" or an entity "controlled" by an "investment company" ” as such terms are term is defined in the Investment Company Act of 1940, as amended (the "1940 “Investment Company Act"”).

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application receipt of the net proceeds therefrom as described in the General Disclosure Package and the Prospectus under the caption “Use Of Proceeds,” will not be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ” as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus Disclosure Package and the Prospectus, will not be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ” as such terms are defined in the Investment Company Act of 1940, as amended (the "“1940 Act"”).

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the General Disclosure Package and the Prospectus under the caption “Use Of Proceeds,” will not be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ” as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus under “Use of Proceeds” will not be, an "“investment company" or an entity "controlled" by an "investment company" ” as such terms are term is defined in the Investment Company Act of 1940, as amended (the "“1940 Act"”).

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the General Disclosure Package and the Final Prospectus will not be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ” as such terms are defined in the Investment Company Act of 1940, as amended (the "“1940 Act"”).

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus Prospectus, will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is notnot and, and upon after giving effect to the issuance offering and sale of the Securities as herein contemplated Shares and the application of the net proceeds therefrom thereof as described in the Prospectus Prospectus, will not be, be an "“investment company" ” or an entity "“controlled" ” by an "“investment company" as such terms are defined in ” within the meaning of the Investment Company Act of 1940, as amended amended, and the rules and regulations of the Commission thereunder (the "1940 collectively, “Investment Company Act"”).

Investment Company Act. The Company is not, and upon immediately after giving effect to the issuance offering and sale of the Securities as herein contemplated Offered Shares on the date hereof and the application of the net proceeds therefrom thereof as described in the Prospectus will not be, an "“investment company" or an entity "controlled" by an "investment company" ” (as such terms are term is defined in under the Investment Company Act of 1940, as amended (the "“1940 Act"”)) that is registered or required to be registered under the 1940 Act.

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus Prospectuses will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 ActACT").

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities Shares as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus Prospectus, will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities Shares as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Disclosure Package and the Prospectus will not be, an "“investment company" ” or an entity "a company “controlled" ” by an "“investment company" as such terms are defined in ” which is required to be registered under the Investment Company Act of 1940, as amended (the "“1940 Act"”).

Investment Company Act. The Company is not, and upon after giving effect to the issuance offering and sale of the Offered Securities as herein contemplated and the application of the net proceeds therefrom thereof as described in the Time of Sale Prospectus and the Prospectus will not be, required to register as an "“investment company" or an entity "controlled" by an "investment company" ” as such terms are term is defined in the Investment Company Act of 1940, as amended (the "“1940 Act"”).

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities Shares as herein contemplated and the application of the net proceeds therefrom as described in the General Disclosure Package and the Prospectus will not be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ” as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act")amended.

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Time of Sale Prospectus and the Prospectus will not be, an "“investment company" or an entity "controlled" by an "investment company" as such terms are defined in ” within the meaning of the Investment Company Act of 1940, as amended (the "“1940 Act"”).

Investment Company Act. The Company Neither of the Companies is notand, and upon the issuance and sale of the Securities Units as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus Prospectuses, will not be, be an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon after giving effect to the issuance offering and sale of the Securities as herein contemplated and the application of the net proceeds therefrom thereof as described in the Prospectus will not be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ”, as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act")amended.

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act")amended.

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities Notes as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ” as such terms are defined in the Investment Company Act of 1940, as amended (the "“1940 Act"”).

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities Notes as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended (the ("1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities Notes as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds,” will not be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ” as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ” as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 “Investment Company Act"”).

Investment Company Act. The Company is not, and upon the issuance and sale of the Offered Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities Shares as herein contemplated and the receipt and application of the net proceeds Net Proceeds (as defined in Section 3(a)(v)) therefrom as described in the U.S. Prospectus under the caption “Use Of Proceeds,” will not be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ” as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities Notes as herein contemplated and the application of the net proceeds therefrom as described in the Disclosure Package and the Prospectus will not be, an "“investment company" or an entity "controlled" by an "investment company" as such terms are defined in ” within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act")amended.

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus Prospectuses will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are term is defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon immediately after giving effect to the issuance offering and sale of the Securities as herein contemplated on the date hereof and the application of the net proceeds therefrom thereof as described in the Prospectus will not be, an "“investment company" or an entity "controlled" by an "investment company" ” (as such terms are term is defined in under the Investment Company Act of 1940, as amended (the "“1940 Act"”)) that is registered or required to be registered under the 1940 Act.

Investment Company Act. The Company is not, and upon the ---------------------- issuance and sale of the Underwritten Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, not and upon the issuance and sale of the Securities Notes as herein contemplated and the application of the net proceeds therefrom as described in the General Disclosure Package and the Prospectus will not be, an "“investment company" or an entity "controlled" by an "investment company" as such terms are defined in ” within the meaning of the Investment Company Act of 1940, as amended (the "“1940 Act"”).

Investment Company Act. The Company is not, and upon ---------------------- the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the ---------------------- issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus Prospectuses will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").. --------

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Final Prospectus will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are term is defined in the Investment Company Act of 1940, as amended (the "1940 Investment Company Act").

Investment Company Act. The Company is not, not and upon the issuance and sale of the Securities Certificates as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act"). The Trust Fund is not required to be registered as an "investment company" under the 1940 Act.

Investment Company Act. The Company is not, and nor upon the issuance and sale of the Public Securities as contemplated herein contemplated and the application of the net proceeds therefrom as described in the Preliminary Prospectus, the Prospectus and the Registration Statement under the caption “Estimated Use of Proceeds”, will not the Company be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ” (as such terms are defined in the Investment Company Act of 1940, as amended (amended, and the "1940 Act"rules and regulations promulgated thereunder).

Investment Company Act. The Company is not, and upon the issuance ---------------------- and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus Prospectuses will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the receipt and application of the net proceeds therefrom as described in the General Disclosure Package and the Prospectus under the caption “Use Of Proceeds” will not be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ” (each as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities Offered Shares as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ” as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act")amended.

Investment Company Act. The Company is notnot and, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus Prospectus, will not be, be an "“investment company" or an entity "controlled" by an "investment company" as such terms are defined in ” under the Investment Company Act of 1940, as amended (the "“1940 Act"”).

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities Notes as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act")amended.

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus Disclosure Package and the Prospectus, will not be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ” as such terms are defined in the Investment Company Act of 1940, as amended (the "“1940 Act"”).

Investment Company Act. The Company is not, and upon the ---------------------- issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus Offering Memorandum will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 ActACT").

Investment Company Act. The Company is not, not and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Underwritten Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "investment company" or an entity a company "controlled" by an "investment company" as such terms are defined in company within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus Offering Memorandum will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").;

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as contemplated herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ” as such terms are defined in the Investment Company Act of 1940, as amended (the "“1940 Act"”).

Investment Company Act. The Company is not, and upon after giving effect to the issuance offering and sale of the Securities as herein contemplated hereunder and the application of the net proceeds therefrom from such sale as described in the Prospectus Prospectus, and for so long any Buyer holds any Securities, will not be, be an "investment company" or an entity "controlled" by an "investment company" as within the meaning of such terms are defined in term under the Investment Company Act of 1940, 1940 as amended (the "1940 Act"), and the rules and regulations of the SEC thereunder.

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus Disclosure Package and the Prospectus, will not be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ” as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 “Investment Company Act"”). Neither the Operating Partnership nor any of the subsidiaries of the Company is an “investment company” as defined in the Investment Company Act.

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities Shares as herein contemplated and the application of the net proceeds therefrom as described in each of the Commitment Prospectus and the Prospectus will not be, an "investment company" or an entity "controlledaffiliated person" by of, or "promoter" or "principal underwriter" for, an "investment company" as such terms are defined in company within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act")amended.

Investment Company Act. The Company believes that it is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus Prospectuses, will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Underwritten Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "“investment company" ” or an entity "a company “controlled" ” by an "investment company" as such terms are defined in company within the meaning of the Investment Company Act of 1940, as amended (the "“1940 Act"”).

Investment Company Act. The Company is not, and upon the issuance and sale of the Underwritten Securities as contemplated herein contemplated and in the applicable Terms Agreement and the application of the net proceeds therefrom as described in the Prospectus will not be, an "“investment company" or an entity "controlled" by an "investment company" as such terms are defined in ” within the meaning of the Investment Company Act of 1940, as amended (the "“1940 Act"”).

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus Disclosure Package and the Final Prospectus, will not be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ” as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Preference Securities, the Chase Securities and the Note Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus Preference Offering Memorandum will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is notnot and, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus Prospectus, will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon and, after giving effect to the issuance offering and sale of the Securities as herein Units contemplated hereunder and the application of the net proceeds therefrom from such sale as described in the Prospectus Prospectus, will not be, be an "“investment company" or an entity "controlled" by an "investment company" as ” within the meaning of such terms are defined in term under the Investment Company Act of 1940, as amended amended, and the rules and regulations promulgated thereunder (the "“1940 Act")”) and, prior to a Business Combination, will conduct its business in a manner so that it will not become subject to the 1940 Act.

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities to the Agents as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus under the caption “Use of Proceeds,” the Company will not be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ” as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Trust Preferred Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Underwritten Securities as contemplated herein contemplated and in the applicable Terms Agreement and the application of the net proceeds therefrom as described in the Prospectus will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Underwritten Debt Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance ---------------------- and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale (as applicable) of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus Final Prospectus, will not be, be required to register as an "“investment company" or an entity "controlled" by an "investment company" ” as such terms are term is defined in the Investment Company Act of 1940, as amended (the "“1940 Act"”).

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus Prospectuses will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act"); the issuance and sale of the Securities as herein contemplated will not violate the 1940 Act or the rules and regulations thereunder.

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as contemplated herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Final Prospectus will not be, required to be registered as an "“investment company" or an entity "controlled" by an "investment company" as such terms are defined in ” under the Investment Company Act of 1940, as amended (the "“1940 Act"”).

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities Notes as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus Disclosure Package and the Prospectus, will not be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ” as such terms are defined in the Investment Company Act of 1940, as amended (the "“1940 Act"”). Neither the Operating Partnership nor any of the subsidiaries of the Company is an “investment company” as defined in the 1940 Act.

Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom from the sale of the Securities substantially as described in the Prospectus Prospectuses will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and nor upon the issuance and sale of the Public Securities as contemplated herein contemplated and the application of the net proceeds therefrom as described in the Preliminary Prospectus, the Prospectus and the Registration Statement under the caption “Use of Proceeds”, will not the Company be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ” (as such terms are defined in the Investment Company Act of 1940, as amended (amended, and the "1940 Act"rules and regulations promulgated thereunder).

Investment Company Act. The Company is not, and upon the issuance and sale of the Underwritten Securities as herein contemplated and the application of the net proceeds therefrom as described in the General Disclosure Package and the Prospectus will not bebe required to register as, an "investment company" or an entity "controlled" by an "investment company," as such terms are term is defined in the Investment Company Act of 1940, as amended (the "1940 Act").

Investment Company Act. The Company is not, and nor upon the issuance and sale of the Public Securities as contemplated herein contemplated and the application of the net proceeds therefrom as described in the Preliminary Prospectus, the Prospectus and the Registration Statement under the caption “Use of Proceeds”, will not the Company be, an "“investment company" ” or an entity "“controlled" ” by an "“investment company" ” (as such terms are defined in the Investment Company Act of 1940, as amended (amended, and the "1940 Act")rules and regulations promulgated thereunder.