Common use of Representations, Warranties and Agreements of the Issuers Clause in Contracts

Representations, Warranties and Agreements of the Issuers. The Trust (as to itself and the Preferred Securities) and the Company represent, warrant and agree (i) on and as of the date hereof (except to the extent representations relate specifically to the date or date(s) referred to in clauses (ii) and (iii) of this paragraph), (ii) on and as of the date that the Preliminary Prospectus (as defined in Section 2(a) below) is first distributed in connection with the Remarketing (the “Commencement Date”) and (iii) on and as of the Remarketing Settlement Date, that: (a) The Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (File Nos. 333-172296 and 333-172296-01) (the “Registration Statement”), which registration statement became effective upon filing under Rule 462(e) of the Securities Act of 1933, as amended (the “Securities Act”). Such registration statement covers the registration of the Remarketing Securities (among others) under the Securities Act and has (i) been prepared by the Company in conformity in all material respects with the requirements of the Securities Act, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof. Copies of the Registration Statement and all exhibits thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time as of which each part of the registration statement on Form S-3 (File Nos. 333-172296 and 333-172296-01) (the “Latest Registration Statement”) or the most recent post-effective amendment thereto, if any, became effective; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in the Latest Registration Statement, or amendments thereof, before it became effective under the Securities Act and any prospectus and prospectus supplement filed with the Commission by the Company with the consent of the Underwriters pursuant to Rule 424(a) of the Securities Act relating to the Remarketing Securities; the term “Registration Statement” means such Latest Registration Statement, as amended as of the Effective Time, including the Incorporated Documents (as defined below) and all information contained in the final prospectus relating to the Remarketing Securities filed with the Commission pursuant to Rule 424(b) of the Securities Act and deemed to be a part of such registration statement as of the Effective Time pursuant to Rule 430A or Rule 430B of the Securities Act; and “Prospectus” means the prospectus and prospectus supplement relating to the Remarketing Securities (or in the form made available to the Underwriters by the Company to meet requests of purchasers) pursuant to Rule 172 or Rule 173 of the Securities Act.

Representations, Warranties and Agreements of the Issuers. The Company and the Trust (as to itself and the Preferred Securities) and the Company represent, warrant and agree (i) on and as of the date hereof (except to the extent representations relate specifically to the date or date(s) referred to in clauses (ii) and (iii) of this paragraph), (ii) on and as of the date that of the Preliminary Prospectus (as defined in Section 2(a) below) is first distributed in connection with the Remarketing (the “Commencement Date”"COMMENCEMENT DATE") and (iii) on and as of the Remarketing Settlement Date, that: (a) The Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement Registration statements on Form S-3 (File Nos. No.'s 333-172296 74104, 000-00000-00 and 333-17229674104-01) (the “Registration Statement”02), which registration statement became effective upon filing under Rule 462(ealso constitute Post-Effective Amendment No. 2 to Registration Statement (File No.'s 333-55304, 000-00000-00 and 333-55304-02) of setting forth information with respect to the Company, the Trust and the Securities Act of 1933, (as amended (defined in the “Securities Act”). Such registration statement covers the registration of the Remarketing Securities (among othersUnit Agreement) under the Securities Act and has (i) have been prepared by the Company in conformity in all material respects with the requirements of the Securities ActAct of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (including any successor agency, the "COMMISSION") thereunder (collectively, the "SECURITIES ACT"), (ii) have been filed with the Commission under the Securities Act and (iii) have become effective under the Securities Act. The Registration Statement is an “automatic shelf A registration statement” as defined under Rule 405 , if required to be filed in connection with the Remarketing, will also be prepared by the Issuers in conformity with the requirements of the Securities Act that has been and filed with the Commission not earlier than three years prior to under the date hereofSecurities Act. Copies of the such Registration Statement Statements and all exhibits thereto have been delivered or will be delivered by the Company to you. As used in this Agreement, “Effective Time” "EFFECTIVE TIME" means the date and the time as of which each part of the registration statement on Form S-3 such Registration Statements (File Nos. 333-172296 and 333-172296-01) (the “Latest Registration Statement”) each, a "REGISTRATION STATEMENT"), or the most recent post-effective amendment thereto, if any, became effective; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in the Latest Registration Statement, or amendments thereof, before it became effective under the Securities Act and any prospectus and prospectus supplement filed with the Commission by the Company with the consent of the Underwriters pursuant to Rule 424(a) of the Securities Act relating to the Remarketing Securities; the term “Registration Statement” means such Latest Registration Statement, as amended as of the Effective Time, including the Incorporated Documents (as defined below) and all information contained in the final prospectus relating to the Remarketing Securities filed with the Commission pursuant to Rule 424(b) of the Securities Act and deemed to be a part of such registration statement as of the Effective Time pursuant to Rule 430A or Rule 430B of the Securities Act; and “Prospectus” means the prospectus and prospectus supplement relating to the Remarketing Securities (or in the form made available to the Underwriters by the Company to meet requests of purchasers) pursuant to Rule 172 or Rule 173 of the Securities Act.was,

Representations, Warranties and Agreements of the Issuers. The Trust (as to itself Issuers jointly and the Preferred Securities) and the Company severally represent, warrant and agree (i) on and as of the date hereof (except to the extent representations relate specifically to the date or date(s) referred to in clauses (ii) and (iii) of this paragraph)hereof, (ii) on and as of the date that the Preliminary Prospectus or other Remarketing Materials (each as defined in Section 2(a) below) is are first distributed in connection with the Remarketing (the “"Commencement Date”) "), and (iii) on and as of the Remarketing Settlement Date, that: (a) The Company A registration statement on Form S-[ ], if required to be filed in connection with the Remarketing, has filed been prepared by the Issuers in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission (the “"Commission”) an automatic shelf registration statement on Form S-3 (File Nos. 333-172296 and 333-172296-01") (the “Registration Statement”), which registration statement became effective upon filing under Rule 462(e"Rules and Regulations") of the Securities Act of 1933, as amended (the “Securities Act”). Such registration statement covers the registration of the Remarketing Securities (among others) under the Securities Act and has (i) been prepared by the Company in conformity in all material respects with the requirements of the Securities Act, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof. Copies of such registration statement or registration statements each in the Registration Statement and all exhibits thereto form heretofore delivered to the Remarketing Agent, have been delivered declared effective by the Company to youCommission in such form. As used in this Agreement, “"Effective Time” " means the date and the time as of which each part the last of the such registration statement on Form S-3 (File Nos. 333-172296 and 333-172296-01) (the “Latest Registration Statement”) statements that have become effective or may be filed, or the most recent post-effective amendment thereto, if any, became effectivewas declared effective by the Commission; “"Effective Date” " means the date of the Effective TimeTime of such last registration statement; “Preliminary Prospectus” Prospectus means each prospectus included in the Latest Registration Statementsuch last registration statement, or amendments thereofamendment thereto, before it became effective under the Securities Act and any prospectus and prospectus supplement filed with the Commission by the Company Issuers with the consent of the Underwriters Remarketing Agent pursuant to Rule 424(a) of the Securities Act relating to the Remarketing SecuritiesRules and Regulations; the term “"Registration Statement” " means such Latest Registration Statementlast registration statement, as amended as of the at its Effective Time, including the Incorporated Documents (as defined below) and documents incorporated by reference therein at such time and, if applicable, all information contained in the final prospectus relating to the Remarketing Securities filed with the Commission pursuant to Rule 424(b) of the Securities Act Rules and Regulations, including any information deemed to be a part of such registration statement Registration Statement as of the Effective Time pursuant to paragraph(b) of Rule 430A or Rule 430B of the Securities ActRules and Regulations; and “"Prospectus” " means such final prospectus, as first filed pursuant to Rule 424(b) of the prospectus Rules and prospectus supplement relating Regulations. Reference made herein to any Preliminary Prospectus, the Prospectus or any other information furnished by the Issuers to the Remarketing Agent for distribution to investors in connection with the Remarketing (the "Remarketing Materials") shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities (Act as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, or, in the form made available case of Remarketing Materials, referred to as incorporated by reference therein, and any reference to any amendment or supplement to any Preliminary Prospectus, the Prospectus or the Remarketing Materials shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of such Preliminary Prospectus or the Prospectus incorporated by reference therein pursuant to Item 12 of Form S-3 or, if so incorporated, the Remarketing Materials, as the case may be; and any reference to any amendment to the Underwriters by Registration Statement 5 108 shall be deemed to include any annual report of the Company to meet requests of purchasers) or the Trust filed with the Commission pursuant to Rule 172 Section 13(a) or Rule 173 15(d) of the Securities ActExchange Act after the Effective Time that is incorporated by reference in the Registration Statement. IN THE EVENT THAT A REGISTRATION STATEMENT IS NOT REQUIRED INSERT THE FOLLOWING: The Company has provided to the Remarketing Agent, for use in connection with remarketing of the Capital Securities, a preliminary remarketing memorandum and remarketing memorandum [AND, DESCRIBE OTHER MATERIALS IF ANY]. Such remarketing memorandum (including the documents incorporated or deemed incorporated by reference therein, [AND DESCRIBE OTHER MATERIALS] are hereafter called, collectively, the "Prospectus," and such preliminary marketing memorandum (including the documents incorporated or deemed incorporated by reference therein) is hereafter called a "Preliminary Prospectus"). The Company hereby consents to the use of the Prospectus and the Preliminary Prospectus in connection with the Remarketing.

Representations, Warranties and Agreements of the Issuers. The Trust (as to itself ---- --------------------------------------------------------- Company and the Preferred Securities) Guarantors, jointly and the Company representseverally, represent and warrant to and agree (i) on and with the Underwriters as of the date hereof (except to the extent representations relate specifically to the date or date(s) referred to in clauses (ii) and (iii) of this paragraph), (ii) on and as of the date that the Preliminary Prospectus (as defined in Section 2(a) below) is first distributed in connection with the Remarketing (the “Commencement Date”) and (iii) on and as of the Remarketing Settlement Date, Closing Date that: (a) The Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf A registration statement on Form S-3 (File NosNo. 333-172296 67037), including a form of basic prospectus relating to certain debt and 333-172296-01) equity securities (the “Registration Statement”), which registration statement became effective upon filing under Rule 462(e"Shelf Securities") to be offered from time to time by the Company ----------------- and each of the preliminary supplements to the basic prospectus relating to the offering of the Securities Act of 1933, as amended (the “Securities Act”). Such registration statement covers the registration of the Remarketing Securities (among others) under the Securities Act and has (i) been prepared by the Company in conformity in all material respects with the requirements of the United States Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations (the -------------- "Rules and Regulations") of the United States Securities and Exchange --------------------- Commission (the "Commission") thereunder, (ii) been filed with the ---------- Commission under the Securities Act and (iii) become effective under the Securities Act. The Registration Statement is an “automatic shelf Copies of such registration statement” statement and any amendments thereto, as well as copies of the Preliminary Prospectus (as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof. Copies of the Registration Statement and all exhibits thereto below), have been delivered by the Company to you. As used in The Company has also filed with or proposes to file with the Commission pursuant to Rule 424 under the Securities Act ("Rule 424") a final prospectus supplement -------- relating to the Securities (a "Prospectus Supplement"). The registration --------------------- statement, as amended to the date of this Agreement, “including the exhibits and schedules thereto, if any, any registration statement filed pursuant to Rule 462(b) under the Securities Act and all documents incorporated by reference or deemed to be incorporated by reference therein, is hereinafter referred to as the "Registration Statement" and the related prospectus ---------------------- covering the Shelf Securities in the form first used to confirm sales is hereinafter referred to as the "Basic Prospectus." The Basic Prospectus as ---------------- supplemented by any applicable Prospectus Supplement is hereinafter referred to as the "Prospectus." "Effective Time” " means the date and the ---------- -------------- time as of which each part of the registration statement on Form S-3 (File Nos. 333-172296 and 333-172296-01) (the “Latest Registration Statement”) , or the most recent post-post- effective amendment theretothereof, if any, became effectivewas declared effective by the Commission; “"Effective Date” " means the date of the Effective Time; “-------------- "Preliminary Prospectus” " means each prospectus included any preliminary form of Prospectus ----------------------- specifically relating to the Notes, in the Latest form first filed with, or transmitted for filing to, the Commission pursuant to Rule 424. Any reference in this Agreement to the Registration Statement, or amendments thereofthe Basic Prospectus, before it became effective under the Securities Act and any prospectus and prospectus supplement filed with the Commission by the Company with the consent of the Underwriters pursuant to Rule 424(a) of the Securities Act relating to the Remarketing Securities; the term “Registration Statement” means such Latest Registration Statement, as amended as of the Effective Time, including the Incorporated Documents (as defined below) and all information contained in the final prospectus relating to the Remarketing Securities Preliminary Prospectus previously filed with the Commission pursuant to Rule 424(b) 424 or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act which were filed under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") on or before the ------------ date of this Agreement or the date of the Registration Statement, the Basic Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and any reference to "amend," "amendment" or "supplement" with respect to the Registration Statement, the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed under the Exchange Act after the date of this Agreement, or the date of the Registration Statement, the Basic Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be, which are deemed to be a part of such registration statement as incorporated by reference therein. The Commission has not issued any order preventing or suspending the use of the Effective Time pursuant to Rule 430A Prospectus or Rule 430B the effectiveness of the Securities Act; and “Prospectus” means the prospectus and prospectus supplement relating to the Remarketing Securities (or in the form made available to the Underwriters by the Company to meet requests of purchasers) pursuant to Rule 172 or Rule 173 of the Securities ActRegistration Statement.