(4) | On November 24, 2021, the Registrant filed an unlimited Registration Statement on Form S-3 (File Number 333-261344) as a “well-known seasoned issuer” (as such term is defined in Rule 405 of the Securities Act of 1933, as amended, or the Securities Act). On February 28, 2022, because the Registrant expected that it would no longer be a “well-known seasoned issuer” when the Registrant filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, the Registrant filed Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 for the purpose of including disclosure required for a registrant other than a well-known seasoned issuer, identifying the securities being registered, registering $500,000,000 of securities and paying the associated filing fee. Following the filing of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, it filed Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 in order to convert the Registration Statement to the proper EDGAR submission type for a non-automatic shelf registration statement. The Registration Statement on Form S-3 (File Number 333-261344), as amended, is referred to as the “Prior Registration Statement.” The $500,000,000 of securities registered under the Prior Registration Statement remains unsold, and the Registrant is carrying forward to this registration statement the full aggregate offering price of the securities that were previously registered under the Prior Registration Statement and remain unsold, or the Unsold Securities, pursuant to Rule 415(a)(6) under the Securities Act. The Registrant previously paid a filing fee of $46,350.00 with respect to the Unsold Securities. The Registrant may continue to offer and sell the Unsold Securities pursuant to the Prior Registration Statement until the earlier of the date of expiration of Prior Registration Statement and the effective date of this registration statement. The offering of Unsold Securities under the Prior Registration Statement will be terminated as of the earlier of the date of expiration of Prior Registration Statement and the date of effectiveness of this registration statement. |