Common use of Filing and Effectiveness of Registration Statement; Certain Defined Terms Clause in Contracts

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company and the Guarantor have filed with the Commission a registration statement on Form S-3 (Nos. 000-000000-00 and 333-227514, respectively), including a related prospectus or prospectuses, covering the registration of the Securities under the Act, which has become effective. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the time as of which such Registration Statement was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c). For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. For purposes of this Agreement:

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company and the Guarantor have filed with the Commission a registration statement on Form S-3 (NosNo. 000-000000-00 and 333-227514, respectively183686), including a related prospectus or prospectuses, covering the registration of the Securities under the Act, which has become effective. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the time as of which such Registration Statement was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c). For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. For purposes of this Agreement:

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company and the Guarantor have has filed with the Commission a registration statement on Form S-3 and an amendment or amendments thereto (Nos. 000No.333-000000-00 and 333-227514, respectively222488), including a related prospectus or prospectusesprospectuses (including any documents incorporated by reference therein, the “Base Prospectus”), covering the registration of the Securities under the Act, which has become effectivewas declared effective by the Commission on January 19, 2018. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the time as of which such Registration Statement was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c)Effective Time. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. For purposes of this Agreement:

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company and the Guarantor have has filed with the Commission a registration statement on Form S-3 (NosNo. 000-000000-00 and 333-227514, respectively178937), including a related prospectus or prospectuses, covering the registration of the Securities Notes under the Act, which has become effective. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified, and in each case excluding that part of the registration statement constituting the State of Eligibility and Qualification (Form T-1) under the Trust Indenture Act (as defined below) of the Trustee. “Registration Statement” without reference to a time means the Registration Statement as of the time as of which such Registration Statement was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c)Effective Time. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. For purposes of this Agreement:

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company and the Guarantor have has filed with the Commission a registration statement on Form S-3 (NosNo. 000-000000-00 and 333-227514, respectively187112), including a related prospectus or prospectuses, covering the registration of the Securities Notes under the Act, which has become effective. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified, and in each case excluding that part of the registration statement constituting the State of Eligibility and Qualification (Form T-1) under the Trust Indenture Act (as defined below) of the Trustee. “Registration Statement” without reference to a time means the Registration Statement as of the time as of which such Registration Statement was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c)Effective Time. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. For purposes of this Agreement:

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company and the Guarantor have has filed with the Commission a registration statement on Form S-3 (NosNo. 000-000000-00 and 333-227514146422), respectivelyas amended by the registration statement filed pursuant to Rule 462(b) under the Act (No. 333-160746), including a related prospectus or prospectuses, covering the registration of the Securities Shares under the Act, which registration statement, as amended, has become effective. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and all 430B Information and or all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the time as of which such Registration Statement was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c)Effective Date. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. For purposes of this Agreement:

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company and the Guarantor have has filed with the Commission a an automatic shelf registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 (NosNo. 000-000000-00 and 333-227514, respectively196442), including a related prospectus or prospectuses, covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses, which has become effectivebecame effective upon filing. “Registration Statement” at any particular time means such registration statement statement, in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not then been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the time as of which such Registration Statement was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c)Effective Time. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. For purposes of this Underwriting Agreement (this “Agreement:”):

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company and the Guarantor have has filed with the Commission a registration statement on Form S-3 (NosNo. 000-000000-00 and 333-227514, respectively221501), including a related prospectus or prospectuses, covering the registration of the Offered Securities under the Act, which has become effective. At the time the Registration Statement was filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Act. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the time as of which such Registration Statement was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c)Effective Time. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. For purposes of this underwriting agreement (this “Agreement:”):

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company and the Guarantor have has filed with the Commission a registration statement on Form S-3 S-3ASR (NosNo. 000-000000-00 and 333-227514, respectively210454), including a related prospectus or prospectuses, covering the registration of the Offered Securities and the shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), issuable upon conversion of the Offered Securities under the Securities Act, which has become effective. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the time as of which such Registration Statement was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c)Effective Time. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. For purposes of this Agreement:

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company and the Guarantor have has filed with the Commission a registration statement on Form S-3 (NosNo. 000-000000-00 and 333-227514, respectively188677), including a related prospectus or prospectusesprospectus, covering the registration public offering and sale of up to $200,000,000 of its common stock, preferred stock, debt securities, depositary shares, warrants and units from time to time pursuant to Rule 415 under the Securities under the ActAct Regulations (as defined below), which has become effectiveregistration statement was declared effective by the Commission on July 19, 2013. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the time as of which such Registration Statement was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c)Effective Time. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. For purposes of this Agreement:

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company and the Guarantor have has filed with the Commission a an “automatic shelf registration statement statement,” as defined in Rule 405 under the Act, on Form S-3 (NosNo. 000-000000-00 and 333-227514, respectively231320), including a related prospectus or prospectuses, covering the registration of the Offered Securities under the Act, which has become effectivebecame effective upon filing on May 9, 2019. “Registration Statement” at any particular time time, means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the time as of which such Registration Statement was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c)Effective Time. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. As of the time of execution and delivery of this Agreement, the Registration Statement has become effective under the Act and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant to the Registration Statement. For purposes of this Agreement:

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company and the Guarantor have has filed with the Commission a registration statement on Form S-3 (NosNo. 000-000000-00 and 333-227514, respectively205484), including a related prospectus or prospectuses, covering the registration of the Offered Securities under the Act, which has become effective. At the time the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 was filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Act. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the time as of which such Registration Statement was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c)Effective Time. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. For purposes of this underwriting agreement (this “Agreement:”):

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company and the Guarantor have has filed with the Commission a registration statement on Form S-3 S-3ASR (NosNo. 000-000000-00 and 333-227514, respectively183883), including a related prospectus or prospectuses, covering the registration of the Offered Securities under the Act, which has become effective. “Registration Statement” at any particular time means such registration statement statement, including a related prospectus or prospectuses, in the form then filed on file with the Commission, including any amendment thereto, any document incorporated by reference therein and all 430B 430A Information and all 430C Information with respect to such registration statement, that in any case has not then been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the time as of which such Registration Statement was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c)Effective Time. For purposes of this definition, 430B 430A Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A and 430C Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430C. For purposes of this Agreement: