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-41 EFTA00607839 UNDERWRITING Under the terms and subject to the conditions in an underwriting agreement, the undenvriters named below. for whom Morgan Stanley & Co. LLC, UBS Securities LLC and Keefe, Bruyette & Woods, Inc. are acting as representatives, have severally agreed to purchase. and we have agreed to sell t
e any separate public trading market for the shares of the Series B Preferred Stock except as represented by the depositary shares. Transfer Agent, Registrar, Dividend Disbursing Agent and Redemption Agent American Stock Transfer & Trust Company. LLC will be the transfer agent. registrar, dividend disburs
ons set forth in an underwriting agreement between us and the undenvriters named below, for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and UBS Securities LLC are acting as representatives (the "Representatives"), we have agreed to sell to them, and the underwriters have severally a
A Preference Shares. 5-5 EFTA00618213 Table of Contents Form of Depositary Shares Representing the Series A Preference Shares Transfer Agent, Registrar, Dividend Disbursing Agent and Redemption Agent The depositary shares representing the Series A Preference Shares will be represented by one or m
customary financial practice, in pricing a new issue of corporate debt securities maturing on , 2021. "Independent Investment Banker- means one of Morgan Stanley & Co. LLC, Merrill Lynch. Pierce. Fenner & Smith Incorporated. UBS Securities LLC, Wells Fargo Securities, LLC, and their respective successors, appointed by
bank or trust company acceptable to the administrative trustees and us. to act as paying agent. (Section 5.9) 46 EFTA_R1_02074142 EFTA02702336 Registrar and Transfer Agent Unless otherwise specified in the applicable prospectus supplement. the property trustee will act as registrar and transfer agen
the Code or any applicable Similar Law, as described above. S-59 EFTA00613293 UNDERWRITING Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC are acting as joint book-running managers of the offering and as representatives of the underwr
red Shares are first issued. Tax Treatment See "Material U.S. Federal Income Tax Considerations" in this prospectus supplement. Transfer Agent, Registrar and Paying Agent American Stock Transfer & Trust Company, LLC. Risk Factors Investing in the Series A Preferred Shares involves risks. Before
Entities connected to both Morgan Stanley & Co. LLC and Registrar

Jeffrey Epstein
PERSON
Prince Andrew
PERSON
United States
LOCATION
United Kingdom
LOCATIONLeon Black
PERSON
Richard Kahn
PERSON
Eric Holder
PERSON
New York
LOCATION
Morgan Stanley
ORGANIZATIONthe District of Columbia
LOCATIONthe Securities and Exchange Commission
ORGANIZATION
Julie K. Brown
PERSON
BofA Merrill Lynch
ORGANIZATION
Ontario
LOCATIONForm S-3
ORGANIZATION
Hong Kong
LOCATIONthe New York Banking Law
ORGANIZATIONUBS Investment Bank
ORGANIZATION
Lesley Groff
PERSONDebt Securities
ORGANIZATION