Common use of Filing of Registration Statement and Preliminary Prospectus; No Stop Order Clause in Contracts

Filing of Registration Statement and Preliminary Prospectus; No Stop Order. (i) A registration statement on Form S-3 (File No. 333-195979) relating to certain securities to be issued from time to time by the Company has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) the Registration Statement has been filed with the Commission under the Securities Act; (iii) the Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered or to be delivered to the Representatives and, excluding exhibits to the Registration Statement and any post-effective amendments thereto, but including all documents incorporated by reference in the prospectus contained therein, to the Representatives for each of the other Underwriters, have been declared effective by the Commission in such forms; and (iv) other than a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act, which became effective upon filing, no other document with respect to the Registration Statement, any post-effective amendment thereto or any document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission (other than for prospectuses filed pursuant to Rule 424(b) under the Securities Act) each in the form heretofore delivered to the Representatives. The Company is not an ineligible issuer as defined under the Securities Act, in each case at the times specified in the Securities Act in connection with the offering of the Securities. The Company has paid the registration fee for this offering pursuant to Rule 457 under the Securities Act. Copies of such Registration Statement and any amendment thereto have been delivered by the Company to the Representatives. As used in this Agreement:

Filing of Registration Statement and Preliminary Prospectus; No Stop Order. (i) A registration statement on Form S-3 (File No. 333-195979173530) relating to certain securities to be issued from time to time by the Company has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) the Registration Statement has been filed with the Commission under the Securities Act; (iii) the Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered or to be delivered to the Representatives and, excluding exhibits to the Registration Statement and any post-effective amendments thereto, but including all documents incorporated by reference in the prospectus contained therein, to the Representatives for each of the other Underwriters, have been declared effective by the Commission in such forms; and (iv) other than a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act, which became effective upon filing, no other document with respect to the Registration Statement, any post-effective amendment thereto or any document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission (other than for prospectuses filed pursuant to Rule 424(b) under the Securities Act) each in the form heretofore delivered to the Representatives. The Company is not an ineligible issuer as defined under the Securities Act, in each case at the times specified in the Securities Act in connection with the offering of the Securities. The Company has paid the registration fee for this offering pursuant to Rule 457 under the Securities Act. Copies of such Registration Statement and any amendment thereto have been delivered by the Company to the Representatives. As used in this Agreement:

Filing of Registration Statement and Preliminary Prospectus; No Stop Order. (i) A registration statement on Form S-3 (File No. 333-195979106079) (the “First Registration Statement”) and a registration statement on Form S-3 (File No. 333-150024) (the “Second Registration Statement” and together with the First Registration Statement, the “Initial Registration Statements”) relating to certain securities to be issued from time to time by the Company has have been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) the Initial Registration Statement has Statements have been filed with the Commission under the Securities Act; (iii) the Initial Registration Statement Statements and any post-effective amendment thereto, each in the form heretofore delivered or to be delivered to the Representatives and, excluding exhibits to the Initial Registration Statement Statements and any post-effective amendments thereto, but including all documents incorporated by reference in the prospectus contained therein, to the Representatives for each of the other Underwriters, have been declared effective by the Commission in such forms; and (iv) other than a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act, which became effective upon filing, no other document with respect to the Initial Registration StatementStatements, any post-effective amendment thereto or any document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission (other than for prospectuses filed pursuant to Rule 424(b) under the Securities Act) each in the form heretofore delivered to the Representatives. The Company is not an ineligible issuer as defined under the Securities Act, in each case at the times specified in the Securities Act in connection with the offering of the Securities. The Company has paid the registration fee for this offering pursuant to Rule 457 under the Securities Act. Copies of such Initial Registration Statement Statements and any amendment thereto have been delivered by the Company to the Representatives. Pursuant to Rule 429 under the Securities Act, the Second Registration Statement contains a combined Base Prospectus to be used in connection with both the Initial Registration Statements. Pursuant to Rule 429 under the Securities Act, the Second Registration Statement, upon its effectiveness under the Securities Act, acted as a post-effective amendment to the First Registration Statement. As used in this Agreement:

Filing of Registration Statement and Preliminary Prospectus; No Stop Order. (i) A registration statement Registration Statement on Form S-3 (File No. 333-195979150101) relating to certain securities to be issued from time to time by the Company Remarketed Senior Notes (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) the Registration Statement has been filed with the Commission under the Securities Act; and (iii) the Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered or to be delivered to the Representatives and, excluding exhibits to the Registration Statement and any post-effective amendments thereto, but including all documents incorporated by reference in the prospectus contained therein, to the Representatives for each of the other Underwriters, have been declared effective by the Commission in such forms; and (iv) other than a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act, which became effective upon filing, no other document with respect to the Registration Statement, any post-effective amendment thereto or any document incorporated by reference therein has heretofore been filed or transmitted for its filing with the Commission (other than for prospectuses filed pursuant to Rule 424(b) under the Securities Act) each in the form heretofore delivered to the Representatives. The Company automatically became and is not an ineligible issuer as defined under the Securities Act, in each case at the times specified in the Securities Act in connection with the offering of the Securities. The Company has paid the registration fee for this offering pursuant to Rule 457 effective under the Securities Act. Copies of such Registration Statement and any amendment thereto have been delivered by the Company to the RepresentativesRemarketing Agents. As used Any reference to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Form S-3 under the Securities Act as of the date of such Preliminary Prospectus or the Prospectus, as the case may be. Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in this Agreement:the Registration Statement or filed pursuant to Rule 424(b) prior to or on the date hereof (including, for purposes hereof, any documents incorporated by reference therein prior to or on the date hereof). Any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Exchange Act, after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to include any annual report of the Company on Form 10-K filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Date that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding or examination for such purpose has been instituted or, to the knowledge of the Company, threatened by the Commission. The Commission has not notified the Company of any objection to the use of the form of the Registration Statement.