Common use of Securities Law Matters Clause in Contracts

Securities Law Matters. (a) Neither the Company nor the Trust, nor any of their “Affiliates” (as defined in Rule 501(b) of Regulation D under the Securities Act (“Regulation D”)), nor any person acting on any of their behalf has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Capital Securities, the Guarantee or the Debentures (collectively, the “Securities”) or any other securities to be issued, or which may be issued, by the Purchaser. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf has (i) other than the Placement Agents, offered for sale or solicited offers to purchase the Securities, or (ii) engaged in any form of offering, general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities. (c) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (d) Neither the Company nor the Trust is or, after giving effect to the offering and sale of the Capital Securities and the consummation of the transactions described in this Agreement, will be an “investment company” or an entity “controlled” by an “investment company,” in each case within the meaning of Section 3(a) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), without regard to Section 3(c) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entity (other than the Placement Agents) any compensation for soliciting another to purchase any of the Securities.

Securities Law Matters. (a) Neither the Company nor the Trust, nor any of their “"Affiliates” " (as defined in Rule 501(b) of Regulation D under the Securities Act (“"Regulation D”")), nor any person acting on any of their behalf has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Capital Securities, the Guarantee or the Debentures (collectively, the “"Securities”") or any other securities to be issued, or which may be issued, by the Purchaser. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf has (i) other than the Placement Agents, offered for sale or solicited offers to purchase the Securities, or (ii) engaged in any form of offering, general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities. (c) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (d) Neither the Company nor the Trust is or, after giving effect to the offering and sale of the Capital Securities and the consummation of the transactions described in this Agreement, will be an “"investment company” " or an entity “"controlled” " by an “"investment company,” " in each case within the meaning of Section 3(a) of the Investment Company Act of 1940, as amended (the “"Investment Company Act”"), without regard to Section 3(c) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entity (other than the Placement Agents) any compensation for soliciting another to purchase any of the Securities.

Securities Law Matters. (a) Neither the Company nor the Trust, nor any of their “"Affiliates” " (as defined in Rule 501(b) of Regulation D under the Securities Act (“"Regulation D”")), nor any person acting on any of their behalf has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Capital Securities, the Guarantee or the Debentures (collectively, the “"Securities”") or any other securities to be issued, or which may be issued, by the Purchaser. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf has (i) other than the Placement Agents, offered for sale or solicited offers to purchase the Securities, (ii) engaged or will engage, in any "directed selling efforts" within the meaning of Regulation S under the Securities Act ("Regulation S") with respect to the Securities, or (iiiii) engaged in any form of offering, general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities. (c) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (d) Neither the Company nor the Trust is or, after giving effect to the offering and sale of the Capital Securities and the consummation of the transactions described in this Agreement, will be an “"investment company” " or an entity “"controlled” " by an “"investment company,” " in each case within the meaning of Section 3(a) of the Investment Company Act of 1940, as amended (the “"Investment Company Act”), ") without regard to Section 3(c) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entity (other than the Placement Agents) any compensation for soliciting another to purchase any of the Securities.

Securities Law Matters. (a) Neither the Company nor the Trust, nor any of their “Affiliates” (as defined in Rule 501(b) of Regulation D under the Securities Act (“Regulation D”)), nor any person acting on any of their behalf has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Capital Securities, the Guarantee or the Debentures (collectively, the “Securities”) or any other securities to be issued, or which may be issued, by the Purchaser. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf has (i) other than the Placement Agents, offered for sale or solicited offers to purchase the Securities, (ii) engaged or will engage, in any “directed selling efforts” within the meaning of Regulation S under the Securities Act (“Regulation S”) with respect to the Securities, or (iiiii) engaged in any form of offering, general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities. (c) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (d) Neither the Company nor the Trust is or, after giving effect to the offering and sale of the Capital Securities and the consummation of the transactions described in this Agreement, will be an “investment company” or an entity “controlled” by an “investment company,” in each case within the meaning of Section 3(a) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), without regard to Section 3(c) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entity (other than the Placement Agents) any compensation for soliciting another to purchase any of the Securities.

Securities Law Matters. (a) Neither the Company nor the Trust, nor any of their “"Affiliates” " (as defined in Rule 501(b) of Regulation D under the Securities Act (“"Regulation D”")), nor any person acting on any of their behalf has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Capital Securities, the Guarantee or the Debentures (collectively, the “"Securities”") or any other securities to be issued, or which may be issued, by the Purchaser. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf has (i) other than the Placement Agents, offered for sale or solicited offers to purchase the Securities, (ii) engaged or will engage, in any "directed selling efforts" within the meaning of Regulation S under the Securities Act ("Regulation S") with respect to the Securities, or (iiiii) engaged in any form of offering, general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities. (c) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (d) Neither the Company nor the Trust is or, after giving effect to the offering and sale of the Capital Securities and the consummation of the transactions described in this Agreement, will be an “"investment company” " or an entity “"controlled” " by an “"investment company,” " in each case within the meaning of Section 3(a) of the Investment Company Act of 1940, as amended (the “"Investment Company Act”"), without regard to Section 3(c) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entity (other than the Placement Agents) any compensation for soliciting another to purchase any of the Securities.

Securities Law Matters. (a) Neither the Company nor the Trust, nor any of their “Affiliates” (as defined in Rule 501(b) of Regulation D under the Securities Act (“Regulation D”)), nor any person acting on any of their behalf has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Capital Securities, the Guarantee Securities or the Debentures (collectively, the “Securities”) or any other securities to be issued, or which may be issued, by the Purchaser). (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf has (i) other than the Placement Agents, offered for sale or solicited offers to purchase the Securities, Securities or (ii) engaged in any form of offering, general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities. (c) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (d) Neither the Company nor the Trust is or, after giving effect to the offering and sale of the Capital Securities and the consummation of the transactions described in this Agreement, will be an “investment company” or an entity “controlled” by an “investment company,” in each case within the meaning of Section 3(a) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), without regard to Section 3(c) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entity (other than the Placement Agents) any compensation for soliciting another to purchase any of the Securities. (f) The Company is a “qualified purchaser” within the meaning of section 2(a)(51) of the Investment Company Act and will purchase the Common Securities for its own account.

Securities Law Matters. (a) Neither the Company nor the Trust, nor any of their “Affiliates” (as defined in Rule 501(b) of Regulation D under the Securities Act (“Regulation D”)), nor any person acting on any of their behalf has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Capital Securities, the Guarantee Securities or the Debentures (collectively, the “Securities”) or any other securities to be issued, or which may be issued, by the Purchaser.Preferred Term Securities XX, Ltd. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf has (i) other than the Placement Agents, offered for sale or solicited offers to purchase the Securities, or (ii) engaged in any form of offering, general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged or will engage in any “directed selling efforts” within the meaning of Regulation S of the Securities Act (“Regulation S”) with respect to the Securities. (c) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (d) Neither the Company nor the Trust is or, after giving effect to the offering and sale of the Capital Securities and the consummation of the transactions described in this Agreement, will be an “investment company” or an entity “controlled” by an “investment company,” in each case within the meaning of Section 3(a) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), without regard to Section 3(c) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entity (other than the Placement Agents) any compensation for soliciting another to purchase any of the Securities. (f) The Company is a “qualified purchaser” within the meaning of section 2(a)(51) of the Investment Company Act and will purchase the Common Securities for its own account.

Securities Law Matters. (aA) Neither the Company nor the Trust, nor any of their “"Affiliates” " (as defined in Rule 501(b) of Regulation D under the Securities Act (“"Regulation D”")), nor any person acting on any of their behalf has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Capital Securities, the Guarantee or the Debentures (collectively, the “"Securities”") or any other securities to be issued, or which may be issued, by the Purchaser.Preferred Term Securities X, Ltd. (bB) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf has (i) other than the Placement Agents, offered for sale or solicited offers to purchase the Securities, or (ii) engaged in any form of offering, general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged or will engage in any "directed selling efforts" within the meaning of Regulation S of the Securities Act ("Regulation S") with respect to the Securities. (cC) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (dD) Neither the Company nor the Trust is or, after giving effect to the offering and sale of the Capital Securities and the consummation of the transactions described in this Agreement, will be an “"investment company” " or an entity “"controlled” " by an “"investment company,” " in each case within the meaning of Section 3(a) of the Investment Company Act of 1940, as amended (the “"Investment Company Act”), ") without regard to Section 3(c) of the Investment Company Act. (eE) Neither the Company nor the Trust has paid or agreed to pay to any person or entity (other than the Placement Agents) any compensation for soliciting another to purchase any of the Securities.

Securities Law Matters. (a) Neither the Company nor the Trust, nor any of their “"Affiliates” " (as defined in Rule 501(b) of Regulation D under the Securities Act (“"Regulation D”")), nor any person acting on any of its or their behalf has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Capital Securities, the Guarantee or and the Debentures (collectively, the “Securities”) or any other securities to be issued, issued or which may be issued, issued by the PurchaserPurchaser (collectively, the "Securities") under the Securities Act. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf has (i) other than the Placement Agents, ) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged or will engage, in any "directed selling efforts" within the meaning of Regulation S under the Securities Act with respect to the Securities, or (iiiii) engaged in any form of offering, general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the SecuritiesSecurities or any other securities to be issued or which may be issued by the Purchaser. (c) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (d) Neither the Company nor the Trust is or, after giving effect to the offering and sale of the Capital Securities and the consummation of the transactions described in this Agreement, will be an “"investment company” " or an entity “"controlled” " by an “"investment company,” " in each case within the meaning of Section 3(a) of the Investment Company Act of 1940, as amended (the “"Investment Company Act”), ") without regard to Section 3(c) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entity (other than the Placement Agents) any compensation for soliciting another to purchase any of the Securities.

Securities Law Matters. (a) Neither the Company nor the Trust, nor any of their “"Affiliates” " (as defined in Rule 501(b) of Regulation D under the Securities Act (“"Regulation D”")), nor any person acting on any of their behalf has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Capital Securities, the Guarantee or and the Debentures (collectively, the “Securities”) or any other securities to be issued, issued or which may be issued, issued by the PurchaserPurchaser (collectively, the "Securities") under the Securities Act. (b) Neither Except as contemplated herein, neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf has (i) other than the Placement Agents, offered for sale or solicited offers to purchase the Securities, Securities or (ii) engaged in any form of offering, general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities. (c) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (d) Neither the Company nor the Trust is or, after giving effect to the offering and sale of the Capital Securities and the consummation of the transactions described in this Agreement, neither the Company nor the Trust will be be, an “"investment company” " or an entity “"controlled” " by an “"investment company,” " in each case within the meaning of Section 3(a) of the Investment Company Act of 1940, as amended (the “"Investment Company Act”), ") without regard to Section 3(c) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entity (other than the Placement Agents) any compensation for soliciting another to purchase any of the Securities.

Securities Law Matters. (a) Neither the Company nor the Trust, nor any of their “"Affiliates” " (as defined in Rule 501(b) of Regulation D under the Securities Act (“"Regulation D”")), nor any person acting on any of their behalf has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Capital Securities, the Guarantee or and the Debentures (collectively, the “Securities”) or any other securities to be issued, issued or which may be issued, issued by the PurchaserPurchaser (collectively, the "Securities") under the Securities Act. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf has (i) other than the Placement Agents, offered for sale or solicited offers to purchase the Securities, (ii) engaged or will engage, in any "directed selling efforts" within the meaning of Regulation S under the Securities Act ("Regulation S") with respect to the Securities, or (iiiii) engaged in any form of offering, general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities. (c) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (d) Neither the Company nor the Trust is or, after giving effect to the offering and sale of the Capital Securities and the consummation of the transactions described in this Agreement, neither the Company nor the Trust will be be, an “"investment company” " or an entity “"controlled” " by an “"investment company,” " in each case within the meaning of Section 3(a) of the Investment Company Act of 1940, as amended (the “"Investment Company Act”), ") without regard to Section 3(c) of the Investment Company Act.. Center Bancorp, Inc./Placement Agreement/Floating Rate (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entity (other than the Placement Agents) any compensation for soliciting another to purchase any of the Securities.

Securities Law Matters. (a) Neither the Company nor the Trust, nor any of their “"Affiliates” " (as defined in Rule 501(b) of Regulation D under the Securities Act (“"Regulation D”")), nor any person acting on any of their behalf has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Capital Securities, the Guarantee or the Debentures (collectively, the “"Securities”") or any other securities to be issued, or which may be issued, by the Purchaser. (b) . Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf has (i) other than the Placement Agents, offered for sale or solicited offers to purchase the Securities, (ii) engaged or will engage, in any "directed selling efforts" within the meaning of Regulation S under the Securities Act ("Regulation S") with respect to the Securities, or (iiiii) engaged in any form of offering, general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities. (c) . The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (d) . Neither the Company nor the Trust is or, after giving effect to the offering and sale of the Capital Securities and the consummation of the transactions described in this Agreement, will be an “"investment company” " or an entity “"controlled” " by an “"investment company,” " in each case within the meaning of Section 3(a) of the Investment Company Act of 1940, as amended (the “"Investment Company Act”), ") without regard to Section 3(c) of the Investment Company Act. (e) . Neither the Company nor the Trust has paid or agreed to pay to any person or entity (other than the Placement Agents) any compensation for soliciting another to purchase any of the Securities.

Securities Law Matters. (a) Neither the Company nor the Trust, nor any of their “Affiliates” (as defined in Rule 501(b) of Regulation D under the Securities Act (“Regulation D”)), nor any person acting on any of their behalf has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Capital Securities, the Guarantee or the Debentures (collectively, the “Securities”) or any other securities to be issued, or which may be issued, by the Purchaser). (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf has (i) other than the Placement Agents, offered for sale or solicited offers to purchase the Securities, or (ii) engaged in any form of offering, general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged or will engage in any “directed selling efforts” within the meaning of Regulation S of the Securities Act (“Regulation S”) with respect to the Securities. (c) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (d) Neither the Company nor the Trust is or, after giving effect to the offering and sale of the Capital Securities and the consummation of the transactions described in this Agreement, will be an “investment company” or an entity “controlled” by an “investment company,” in each case within the meaning of Section 3(a) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), without regard to Section 3(c) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entity (other than the Placement Agents) any compensation for soliciting another to purchase any of the Securities.

Securities Law Matters. (a) Neither the Company nor the Trust, nor any of their “"Affiliates” " (as defined in Rule 501(b) of Regulation D under the Securities Act (“"Regulation D”")), nor any person acting on any of their behalf has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Capital Securities, the Guarantee or and the Debentures (collectively, the “Securities”) or any other securities to be issued, or which may be issued, by the PurchaserPurchaser (collectively, the "Securities") under the Securities Act. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf has (i) other than the Placement Agents, offered for sale or solicited offers to purchase the Securities, (ii) engaged or will engage, in any "directed selling efforts" within the meaning of Regulation S under the Securities Act ("Regulation S") with respect to the Securities, or (iiiii) engaged in any form of offering, general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities. (c) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (d) Neither the Company nor the Trust is or, after giving effect to the offering and sale of the Capital Securities and the consummation of the transactions described in this Agreement, will be an “"investment company” " or an entity “"controlled” " by an “"investment company,” " in each case within the meaning of Section 3(a) of the Investment Company Act of 1940, as amended (the “"Investment Company Act”), ") without regard to Section 3(c) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entity (other than the Placement Agents) any compensation for soliciting another to purchase any of the Securities.

Securities Law Matters. (a) Neither the Company nor the Trust, nor any of their “"Affiliates” " (as defined in Rule 501(b) of Regulation D under the Securities Act (“"Regulation D”")), nor any person acting on any of their behalf has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Capital Securities, the Guarantee or the Debentures (collectively, the “"Securities”") or any other securities to be issued, or which may be issued, by the Purchaser. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf has (i) other than the Placement Agents, offered for sale or solicited offers to purchase the Securities, (ii) engaged or will engage, in any "directed selling efforts" within the meaning of Regulation S under the Securities Act ("Regulation S") with respect to the Securities, or (iiiii) engaged in any form of offering, general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities. (c) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (d) Neither the Company nor the Trust is or, after giving effect to the offering and sale of the Capital Securities and the consummation of the transactions described in this Agreement, will be an “"investment company” or an entity “controlled” by an “investment company,” in each case " within the meaning of Section 3(a) of the Investment Company Act of 1940, as amended (the “"Investment Company Act”"), without regard to Section 3(c) of the Investment Company Act.. No one individual or entity owns 25% or more of the outstanding voting securities of the Company. <PAGE> 5 (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entity (other than the Placement Agents) any compensation for soliciting another to purchase any of the Securities.

Securities Law Matters. (a) Neither the Company nor the Trust, nor any of their “"Affiliates” " (as defined in Rule 501(b) of Regulation D under the Securities Act (“"Regulation D”")), nor any person acting on any of its or their behalf has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Capital Securities, the Guarantee or and the Debentures (collectively, the “Securities”) Debt Securities or any other securities to be issued, issued or which may be issued, issued by the PurchaserPurchaser (collectively, the "Securities") under the Securities Act. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf has (i) other than the Placement Agents, ) has (i) offered for sale or solicited offers to purchase the Securities, (ii) engaged or will engage, in any "directed selling efforts" within the meaning of Regulation S under the Securities Act with respect to the Securities, or (iiiii) engaged in any form of offering, general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the SecuritiesSecurities or any other securities to be issued or which may be issued by the Purchaser. (c) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (d) Neither the Company nor the Trust is or, after giving effect to the offering and sale of the Capital Securities and the consummation of the transactions described in this Agreement, will be an “"investment company” " or an entity “"controlled” " by an “"investment company,” " in each case within the meaning of Section 3(a) of the Investment Company Act of 1940, as amended (the “"Investment Company Act”), ") without regard to Section 3(c) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entity (other than the Placement Agents) any compensation for soliciting another to purchase any of the Securities.

Securities Law Matters. (a) Neither the Company nor the Trust, nor any of their “"Affiliates” " (as defined in Rule 501(b) of Regulation D under the Securities Act (“"Regulation D”")), nor any person acting on any of their behalf has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Capital Securities, the Guarantee or the Debentures (collectively, the “"Securities”") or any other securities to be issued, or which may be issued, by the Purchaser. (b) . Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf has (i) other than the Placement Agents, offered for sale or solicited offers to purchase the Securities, or (ii) engaged in any form of offering, general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities. (c) . The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (d) . Neither the Company nor the Trust is or, after giving effect to the offering and sale of the Capital Securities and the consummation of the transactions described in this Agreement, will be an “"investment company” " or an entity “"controlled” " by an “"investment company,” " in each case within the meaning of Section 3(a) of the Investment Company Act of 1940, as amended (the “"Investment Company Act”"), without regard to Section 3(c) of the Investment Company Act. (e) . Neither the Company nor the Trust has paid or agreed to pay to any person or entity (other than the Placement Agents) any compensation for soliciting another to purchase any of the Securities.

Securities Law Matters. (a) Neither the Company nor the Trust, nor any of their “"Affiliates” " (as defined in Rule 501(b) of Regulation D under the Securities Act (“"Regulation D”")), nor any person acting on any of their behalf has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Capital Securities, the Guarantee or the Debentures (collectively, the “"Securities”") or any other securities to be issued, or which may be issued, by the Purchaser.Preferred Term Securities XXVII, Ltd. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf has (i) other than the Placement Agents, offered for sale or solicited offers to purchase the Securities, or (ii) engaged in any form of offering, general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged or will engage in any "directed selling efforts" within the meaning of Regulation S of the Securities Act ("Regulation S") with respect to the Securities. (c) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (d) Neither the Company nor the Trust is or, after giving effect to the offering and sale of the Capital Securities and the consummation of the transactions described in this Agreement, will be an “"investment company” " or an entity “"controlled” " by an “"investment company,” " in each case within the meaning of Section 3(a) of the Investment Company Act of 1940, as amended (the “"Investment Company Act”"), without regard to Section 3(c) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entity (other than the Placement Agents) any compensation for soliciting another to purchase any of the Securities.

Securities Law Matters. (a) Neither the Company nor the Trust, nor any of their “"Affiliates” " (as defined in Rule 501(b) of Regulation D under the Securities Act (“"Regulation D”")), nor any person acting on any of their behalf has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Capital Securities, the Guarantee or the Debentures (collectively, the “"Securities”") or any other securities to be issued, or which may be issued, by the Purchaser. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf has (i) other than the Placement Agents, offered for sale or solicited offers to purchase the Securities, or (ii) engaged in any form of offering, general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities. (c) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (d) Neither the Company nor the Trust is or, after giving effect to the offering and sale of the Capital Securities and the consummation of the transactions described in this Agreement, will be an “"investment company” " or an entity “"controlled” " by an “"investment company,” " in each case within the meaning of Section 3(a) of the Investment Company Act of 1940, as amended (the “"Investment Company Act”), ") without regard to Section 3(c) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entity (other than the Placement Agents) any compensation for soliciting another to purchase any of the Securities.

Securities Law Matters. (a) Neither the Company nor the Trust, nor any of their “Affiliates” (as defined in Rule 501(b) of Regulation D under the Securities Act (“Regulation D”)), nor any person acting on any of their behalf has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Capital Securities, the Guarantee or the Debentures (collectively, the “Securities”) or any other securities to be issued, or which may be issued, by the Purchaser.Preferred Term Securities XIV, Ltd. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf has (i) other than the Placement Agents, offered for sale or solicited offers to purchase the Securities, or (ii) engaged in any form of offering, general solicitation or general advertising (within the meaning of Regulation D) with respect to the Securities, or (iii) engaged or will engage in connection any “directed selling efforts” within the meaning of Regulation S of the Securities Act (“Regulation S”) with any offer or sale of any of respect to the Securities. (c) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (d) Neither the Company nor the Trust is or, after giving effect to the offering and sale of the Capital Securities and the consummation of the transactions described in this Agreement, will be an “investment company” or an entity “controlled” by an “investment company,” in each case within the meaning of Section 3(a) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), ) without regard to Section 3(c) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entity (other than the Placement Agents) any compensation for soliciting another to purchase any of the Securities.

Securities Law Matters. (aA) Neither the Company nor the Trust, nor any of their “"Affiliates” " (as defined in Rule 501(b) of Regulation D under the Securities Act (“"Regulation D”")), nor any person acting on any of their behalf has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Capital Securities, the Guarantee or the Debentures (collectively, the “"Securities”") or any other securities to be issued, or which may be issued, by the Purchaser. (bB) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf has (i) other than the Placement Agents, offered for sale or solicited offers to purchase the Securities, (ii) engaged or will engage, in any "directed selling efforts" within the meaning of Regulation S under the Securities Act ("Regulation S") with respect to the Securities, or (iiiii) engaged in any form of offering, general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities. (cC) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (dD) Neither the Company nor the Trust is or, after giving effect to the offering and sale of the Capital Securities and the consummation of the transactions described in this Agreement, will be an “"investment company” " or an entity “"controlled” " by an “"investment company,” " in each case within the meaning of Section 3(a) of the Investment Company Act of 1940, as amended (the “"Investment Company Act”"), without regard to Section 3(c) of the Investment Company Act. (eE) Neither the Company nor the Trust has paid or agreed to pay to any person or entity (other than the Placement Agents) any compensation for soliciting another to purchase any of the Securities.

Securities Law Matters. (a) Neither the Company nor the Trust, nor any of their “"Affiliates” " (as defined in Rule 501(b) of Regulation D under the Securities Act (“"Regulation D”")), nor any person acting on any of their behalf has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Capital Securities, the Guarantee or the Debentures (collectively, the “"Securities”") or any other securities to be issued, or which may be issued, by the Purchaser.Preferred Term Securities XXI, Ltd. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf has (i) other than the Placement Agents, offered for sale or solicited offers to purchase the Securities, or (ii) engaged in any form of offering, general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged or will engage in any "directed selling efforts" within the meaning of Regulation S of the Securities Act ("Regulation S") with respect to the Securities. (c) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (d) Neither the Company nor the Trust is or, after giving effect to the offering and sale of the Capital Securities and the consummation of the transactions described in this Agreement, will be an “"investment company” " or an entity “"controlled” " by an “"investment company,” " in each case within the meaning of Section 3(a) of the Investment Company Act of 1940, as amended (the “"Investment Company Act”"), without regard to Section 3(c) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entity (other than the Placement Agents) any compensation for soliciting another to purchase any of the Securities.

Securities Law Matters. (a) Neither the Company nor the Trust, nor any of their “Affiliates” (as defined in Rule 501(b) of Regulation D under the Securities Act (“Regulation D”)), nor any person acting on any of their behalf has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Capital Securities, the Common Securities, the Guarantee or the Debentures (collectively, the “Securities”) or any other securities to be issued, or which may be issued, by the PurchaserContributors. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf has (i) other than the Placement Agents, offered for sale or solicited offers to purchase the Securities, or (ii) engaged in any form of offering, general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities. (c) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (d) Neither the Company nor the Trust is or, after giving effect to the offering and sale of the Capital Securities and the consummation of the transactions described in this Agreement, will be an “investment company” or an entity “controlled” by an “investment company,” in each case within the meaning of Section 3(a) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), without regard to Section 3(c) of the Investment Company Act. (e) Neither Except as provided in Section 3.5, neither the Company nor the Trust has paid or agreed to pay to any person or entity (other than the Placement Agents) any compensation for soliciting another to purchase any of the Securities.

Securities Law Matters. (aA) Neither None of the Company Company, the Guarantor nor the Trust, nor any of their “"Affiliates” " (as defined in Rule 501(b) of Regulation D under the Securities Act (“"Regulation D”")), nor any person acting on any of their behalf has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Capital Securities, the Guarantee Securities or the Debentures (collectively, the “"Securities”) or any other securities to be issued, or which may be issued, by the Purchaser"). (bB) Neither None of the Company Company, the Guarantor nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf has (i) other than the Placement Agents, offered for sale or solicited offers to purchase the Securities, Securities (other than the Placement Agents) or (ii) engaged in any form of offering, general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities with respect to the Securities. (cC) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (dD) Neither None of the Company Company, the Guarantor nor the Trust is or, after giving effect to the offering and sale of the Capital Securities and the consummation of the transactions described in this Agreement, will be an “"investment company” " or an entity “"controlled” " by an “"investment company,” " in each case within the meaning of Section 3(a) of the Investment Company Act of 1940, as amended (the “"Investment Company Act”"), without regard to Section 3(c) of the Investment Company Act. (eE) Neither None of the Company Company, the Guarantor nor the Trust has paid or agreed to pay to any person or entity (other than the Placement Agents) any compensation for soliciting another to purchase any of the Securities. (F) The Company is a "qualified purchaser" within the meaning of section 2(a)(51) of the Investment Company Act and will purchase the Common Securities for its own account.

Securities Law Matters. (a) Neither the Company nor the Trust, nor any of their “"Affiliates” " (as defined in Rule 501(b) of Regulation D under the Securities Act (“"Regulation D”")), nor any person acting on any of their behalf has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Capital Securities, the Guarantee or the Debentures (collectively, the “"Securities”") or any other securities to be issued, or which may be issued, by the Purchaser.Preferred Term Securities XXIV, Ltd. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf has (i) other than the Placement Agents, offered for sale or solicited offers to purchase the Securities, or (ii) engaged in any form of offering, general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities, or (iii) engaged or will engage in any "directed selling efforts" within the meaning of Regulation S of the Securities Act ("Regulation S") with respect to the Securities. (c) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (d) Neither the Company nor the Trust is or, after giving effect to the offering and sale of the Capital Securities and the consummation of the transactions described in this Agreement, will be an “"investment company” " or an entity “"controlled” " by an “"investment company,” " in each case within the meaning of Section 3(a) of the Investment Company Act of 1940, as amended (the “"Investment Company Act”"), without regard to Section 3(c) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entity (other than the Placement Agents) any compensation for soliciting another to purchase any of the Securities.

Securities Law Matters. (a) Neither the Company nor the Trust, nor any of their “"Affiliates” " (as defined in Rule 501(b) of Regulation D under the Securities Act (“"Regulation D”")), nor any person acting on any of their behalf has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration under the Securities Act of any of the Capital Securities, the Guarantee or and the Debentures (collectively, the “Securities”) or any other securities to be issued, issued or which may be issued, issued by the PurchaserPurchaser (collectively, the "Securities") under the Securities Act. (b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf has (i) other than the Placement Agents, offered for sale or solicited offers to purchase the Securities, (ii) engaged or will engage, in any "directed selling efforts" within the meaning of Regulation S under the Securities Act ("Regulation S") with respect to the Securities, or (iiiii) engaged in any form of offering, general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities. (c) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (d) Neither the Company nor the Trust is or, after giving effect to the offering and sale of the Capital Securities and the consummation of the transactions described in this Agreement, neither the Company nor the Trust will be be, an “"investment company” " or an entity “"controlled” " by an “"investment company,” " in each case within the meaning of Section 3(a) of the Investment Company Act of 1940, as amended (the “"Investment Company Act”), ") without regard to Section 3(c) of the Investment Company Act. (e) Neither the Company nor the Trust has paid or agreed to pay to any person or entity (other than the Placement Agents) any compensation for soliciting another to purchase any of the Securities.