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 has filed with the Commission an automatic shelf registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 (No. 333-200321) on November 18, 2014, including a related prospectus or prospectuses, covering the registration of the Securities under the Act, which became effective upon filing. The “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Information and all 430C Information with respect to such registration statement, that in any case has not been then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the 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 has filed with the Commission an automatic shelf a registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 (No. 333-200321) on November 18, 2014227436), including a related prospectus or prospectuses, covering the registration of the Offered Securities under the Act, which registration statement became effective upon filingfiling with the Commission. The “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with respect to such registration statementstatement as of such time that, that in any case case, has not been then superseded or modified. The “Registration Statement” without reference to a particular time means the Registration Statement as of the 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 has filed with the Commission an automatic shelf registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 (No. 333-200321179875) on November 18March 2, 20142012, including a related prospectus or prospectuses, covering the registration of the Securities under the Act, which became effective upon filing. The “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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the 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 has filed with the Commission an automatic shelf registration statement as defined under Rule 405 of the Act (as defined below) a registration statement on Form S-3 F-3 (No. 333-200321) on November 18, 2014184042), including a related prospectus or prospectuses, covering the registration of the Offered Securities under the ActAct (as defined below), which became effective upon filinghas become effective. The “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 (each as defined below) with respect to such registration statement, that in any case has not been then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the Effective TimeTime (as defined below). 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 has filed with the Commission an automatic shelf a registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 (No. 333-200321) on November 18131888), 2014as amended by Post-Effective Amendments Nos. 1 and 2 thereto, including a related prospectus or prospectuses, covering the registration of the Offered Securities under the ActAct (as defined herein), which became effective upon filinghas become effective. The “Registration Statement” at any particular time means such registration statement in the form then filed with the CommissionCommission (as defined herein), 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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the 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 has filed with the Commission an “automatic shelf registration statement statement” as defined under Rule 405 of under the Act (as defined below) Act, on Form S-3 (No. 333-200321) on November 18, 2014251022), including a related prospectus or prospectuses, covering the registration of the Offered Securities under the Act, which became effective upon filinghas become effective. The “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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the Effective Time. For purposes of this definition, 430B Information shall be considered to be included in the term “Registration Statement Statement” as of the time specified in Rule 430B. For purposes of this agreement (this “Agreement:”):

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission an automatic shelf a registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 (No. 333-200321) on November 18, 2014234764), including the Post-Effective Amendment No. 1 adding the Guarantor as a co-registrant, and a related prospectus or prospectuses, covering the registration of the Offered Securities under the Act, which became effective upon filinghas become effective. The “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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the 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 Partnership has filed with the Commission an “automatic shelf registration statement as defined under Rule 405 of the Act statement” (as defined belowin Rule 405) on Form S-3 (No. 333-200321) on November 18, 2014192327), including a related prospectus or prospectuses, covering the registration of the offer and sale of the Offered Securities under the Securities Act, which became effective upon filingfiling with the Commission. The “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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the Effective TimeDate. 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 has filed with the Commission an automatic shelf registration statement as defined under Rule 405 of the Act (as defined below) a registration statement on Form S-3 F-3 (No. 333-200321) on November 18, 2014196839), including a related prospectus or prospectuses, covering the registration of the Offered Securities under the ActAct (as defined below), which became effective upon filinghas become effective. The “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any the amendment thereto, any document incorporated by reference therein and all 430B Information and all 430C Information (each as defined below) with respect to such registration statement, that in any case has not been then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the Effective TimeTime (as defined below). 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 has filed with the Commission an automatic shelf registration statement as defined under Rule 405 of the Act (as defined below) a registration statement on Form S-3 (No. 333-200321) on November 18, 2014196612), including a related prospectus or prospectuses, covering the registration of the Offered Securities under the ActSecurities Act (as defined below), which became has become automatically effective upon filingpursuant to Rule 462(e) under the Securities Act. The “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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the Effective TimeTime (as defined below). 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 has filed with the Commission an automatic shelf a registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 S-3ASR (No. 333-200321) on November 18, 2014159682), including a related prospectus or prospectuses, covering the registration of the Offered Securities under the Act, which became effective upon filinghas become effective. The “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto, all exhibits thereto (but not including the Statement of Eligibility of Trustee on Form T-1), 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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the 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 has filed with the Commission an automatic shelf a registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 (No. 333-200321) on November 18210785), 2014as amended by Post-Effective Amendment No. 1, including a related prospectus or prospectuses, covering the registration of the Offered Securities under the Act, which became effective upon filinghas become effective. The “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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the 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 Issuer has filed with the Commission an automatic shelf a registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 (No. 333-200321) on November 18, 2014F-3ASR, including a related prospectus or prospectuses, covering the registration under the Act of certain of the Securities under Issuer’s unsecured debt securities (the Act“Registered Securities”) including the Securities, which became effective upon filinghas become effective. The “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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the 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 has filed with the Commission an automatic shelf registration statement as defined under Rule 405 of the Act (as defined below) a registration statement on Form S-3 (No. 333-200321) on November 18, 2014218815), including a related prospectus or prospectuses, covering the registration of the Offered Securities under the ActAct (as defined below), which became effective upon filinghas become effective. The “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 (as defined below) and all 430C Information (as defined below) with respect to such registration statement, that in any case has not then been then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the 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 has filed with the Commission an automatic shelf a registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 (No. 333-200321) on November 18, 2014224158), including a related prospectus or prospectuses, covering the registration of the Offered Securities and other securities of the Company under the 1933 Act, which became effective upon filingfiling on April 5, 2018. The “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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the 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 Parent has filed with the Commission an automatic shelf a registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 (No. 333-200321) on November 18210785), 2014as amended by Post-Effective Amendment No. 1, including a related prospectus or prospectuses, covering the registration of the Offered Securities under the Act, which became effective upon filinghas become effective. The “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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the 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 Parent has filed with the Commission an automatic shelf a registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 (No. 333-200321) on November 18194078), 2014as amended by Post-Effective Amendment No. 1, each including a related prospectus or prospectuses, covering the registration of the Offered Securities under the Act, which became effective upon filinghas become effective. The “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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the 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 has filed with the Commission an automatic shelf registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 S-3ASR (No. 333-200321132606) on November 18March 21, 20142006, including a related prospectus or prospectuses, covering the registration of the Securities Common Stock under the Act, which became effective upon filing. The “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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the 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 has filed with the Commission an automatic shelf a registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 (No. 333-200321) on November 18, 2014168480), including a related prospectus or prospectuses, covering the registration of the Offered Securities under the Act, which became effective upon filingwhich, as amended, has become effective. The conditions for use of Form S-3, set forth in the General Instructions thereto, have been satisfied. “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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the 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. EXECUTION VERSION For purposes of this Agreement:

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission an automatic shelf registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 (No. 333-200321157882) on November 18March 12, 20142009, including a related prospectus or prospectuses, covering the registration of the Securities under the Act, which became effective upon filing. The “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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the 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 has filed with the Commission an automatic shelf a registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 (No. 333-200321) on November 18, 2014196419), including a related prospectus or prospectuses, covering the registration of the Offered Securities under the Act, which became effective upon filingfiling with the Commission. The “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including Post-Effective Amendment No. 1 to such registration statement and any other 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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the 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 has filed with the Commission an automatic shelf a registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 (No. 333-200321) on November 18194078), 2014as amended by Post-Effective Amendment No. 1, each including a related prospectus or prospectuses, covering the registration of the Offered Securities under the Act, which became effective upon filinghas become effective. The “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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the 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 has filed with the Commission an automatic shelf a registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 (No. 333-200321166303) on November 18, 2014and post-effective amendment No. 1 thereto, including a related prospectus or prospectuses, covering the registration of the Offered Securities under the Act, which became effective upon filinghas become effective. The “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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the 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 has filed with the Commission an automatic shelf a registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 (No. 333-200321) on November 18, 2014173540), including a related prospectus or prospectuses, covering the registration of the Offered Securities under the Act, which became effective upon filingwhich, as amended, has become effective. The conditions for use of Form S-3, set forth in the General Instructions thereto, have been satisfied. “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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the 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 has filed with the Securities and Exchange Commission an automatic shelf (the “Commission”) a registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 (No. 333-200321) on November 18, 2014225652), including a related prospectus or prospectuses, covering the registration of the Securities under the Securities Act of 1933, as amended (the “Act”), which became effective upon filinghas become effective. The “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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the Effective TimeTime (as defined below). 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 has filed with the Commission an automatic shelf a registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 (No. 333-200321) on November 18, 2014203405), including a related prospectus or prospectuses, covering the registration of the Offered Securities and other securities of the Company under the Act, which became effective upon filingfiling on April 14, 2015. The “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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the 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 has filed with the Commission an automatic shelf registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 (No. 333-200321157882) on November 18March 12, 20142009, including a related prospectus or prospectuses, covering the registration of the Securities Common Stock under the Act, which became effective upon filing. The “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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the 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 has filed with the Commission an automatic shelf registration statement as defined under Rule 405 of the Act (as defined below) a registration statement on Form S-3 (No. 333-200321) on November 18, 2014190567), including a related prospectus or prospectuses, covering the registration of the Offered Securities under the ActAct (as defined below), which became effective upon filinghas become effective. The “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 (as defined below) and all 430C Information (as defined below) with respect to such registration statement, that in any case has not then been then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the 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 has filed with the Commission an automatic shelf registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 (No. 333-200321157882) on November 18March 12, 20142009, including a related prospectus or prospectuses, covering the registration of the Securities under the Act, which became effective upon filing. The “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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the 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 has filed with the Commission an automatic shelf registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 (No. 333-200321132606) on November 18March 21, 20142006, including a related prospectus or prospectuses, covering the registration of the Securities under the Act, which became effective upon filing. The “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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the 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 has filed with the Commission an automatic shelf registration statement as defined under Rule 405 of the Act (as defined below) a registration statement on Form S-3 F-3 (No. 333-200321) on November 18, 2014219569), including a related prospectus or prospectuses, covering the registration of the Offered Securities under the ActAct (as defined below), which became effective upon filinghas become effective. The “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 (each as defined below) with respect to such registration statement, that in any case has not been then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the Effective TimeTime (as defined below). 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 has filed with the Commission an automatic shelf a registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 (No. 333-200321226322) on November 18, 2014which has been declared effective by the Commission, including a related prospectus or prospectuses, covering the registration of the Offered Securities under the Securities Act, which became effective upon filinghas become effective. The “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment and supplement 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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the Effective Applicable 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 has filed with the Commission an automatic shelf registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 S-3ASR (No. 333-200321132606) on November 18March 21, 20142006, including a related prospectus or prospectuses, covering the registration of the Securities Notes under the Act, which became effective upon filing. The “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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the 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 As of the time of execution and delivery of this agreement (this “Agreement”), the Company has filed with the Commission an automatic shelf a registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 (No. 333-200321) on November 18, 2014202450), including a related prospectus or prospectuses, covering the registration of the Offered Securities under the Act, which became effective upon filinghas become effective. The “Registration Statement” at any particular time means such registration statement in the form then filed on file 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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the 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 Partnership has filed with the Commission an “automatic shelf registration statement as defined under Rule 405 of the Act statement” (as defined belowin Rule 405) on Form S-3 (No. 333-200321) on November 18, 2014216451), including a related prospectus or prospectuses, covering the registration of the offer and sale of the Offered Securities under the Securities Act, which became effective upon filingfiling with the Commission. The “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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the Effective TimeDate. 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 has filed with the Commission an An “automatic shelf registration statement registration” as defined under Rule 405 of under the Act (as defined below) on Form S-3 (File No. 333-200321333-183959-05) on November 18, 2014has been filed with the Commission, including a related prospectus or prospectuses, covering the registration of the Securities under the Act, which became effective upon filinghas become effective. The “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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the 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 has filed with the Commission an automatic shelf a registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 (No. 333-200321) on November 18, 2014159654), including a related prospectus or prospectuses, covering the registration of the Offered Securities under the Act, which became effective upon filinghas become effective. The “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including Post-Effective Amendment No. 1 to such registration statement and any other 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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the 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 has filed with the Securities and Exchange Commission an automatic shelf (the “Commission”) a registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 (No. 333-200321) on November 18, 2014259782), including a related prospectus or prospectuses, covering the registration of the Securities under the Securities Act of 1933, as amended (the “Act”), which became effective upon filinghas become effective. The “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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the Effective TimeTime (as defined below). 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 has filed with the Commission an automatic shelf (as defined below) a registration statement as defined on Form S-3ASR (No. 333-197464) covering the registration of the Offered Securities under Rule 405 of the Act (as defined below) on Form S-3 (No. 333-200321) on November 18, 2014), including a related prospectus or prospectuses, covering the registration of the Securities under the ActOffered Securities, which became effective upon filinghas become effective. The “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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the 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 has filed with the Commission an automatic shelf a registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 (No. 333-200321) on November 18, 2014194791), including a related prospectus or prospectuses, covering the registration of the Offered Securities under the Act, which became effective upon filinghas become effective. The conditions for use of Form S-3, as set forth in the General Instructions thereto, have been satisfied. “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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the 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 has filed with the Commission an automatic shelf a registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 (No. 333-200321142482) and a registration statement on November 18Form S-3 dated May 1, 20142007 filed pursuant to Rule 462(b) of the Act, including a related prospectus or prospectuses, covering the registration of the Securities Units under the Act, which became effective upon filingregistration statement has become effective. The “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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the Effective TimeDate. 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 has filed with the Commission an automatic shelf a registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 (No. 333-200321) on November 18, 2014169358), including a related prospectus or prospectuses, covering the registration of the Offered Securities under the Act, which became effective upon filingfiling with the Commission. The “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including Post-Effective Amendment No. 1 to such registration statement and any other 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 then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the 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: