Common use of Disclosure Package Clause in Contracts

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the public. As of 11:29 P.M. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if any, as amended or supplementedPreliminary Prospectus, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C Annex I hereto, (iii) any other free writing prospectus Issuer Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package Package, and (iv) Schedule D hereto indicating the number of Shares Securities being sold and the price at which the Shares Securities will be sold to the public, which is set forth in Annex II hereto. As of 11:29 P.M. the Initial Sale Time, (Eastern timei) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not not, and (ii) each Issuer Free Writing Prospectus listed in Annex III hereof taken together with the Disclosure Package did not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Base Prospectus, including any preliminary prospectus, if anyprospectus supplement, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicC hereto. As of 11:29 P.M. (Eastern 4:45 P.M., London time) , on the date of execution and delivery of this Agreement (the “Applicable Time”), (i) the Disclosure Package and (ii) the investor presentations identified in Schedule D hereto, when taken together as a whole with the Disclosure Package, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 7(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C B hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D a schedule hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the public. As of 11:29 P.M. :00 [a/p].m. (Eastern New York time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if anyPricing Prospectus, as amended or supplemented, (ii) the each issuer free writing prospectuses prospectus, as defined in Rule 433 of under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C A hereto, (iii) the pricing terms set forth in Schedule B to this Agreement, and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (ivPackage. The term “Testing-the-Waters Communication” means any oral or written communication with potential investors in reliance on Section 5(d) Schedule D hereto indicating of the number Securities Act. The term “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Shares being sold and Rule 405 of the price at which the Shares will be sold to the publicSecurities Act Regulations. As of 11:29 P.M. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package and each Written Testing-the-Waters Communication, when considered together with the Disclosure Package, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically Placement Agent expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter the Placement Agent (the “Placement Agent’s Information”) consists of the information described as such in Section 8 7(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C B hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto a schedule indicating the number of Shares being sold and the price at which the Shares will be sold to the public. As of 11:29 P.M. ___:00 ___ (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C B hereto, (iii) the pricing terms set forth in Schedule C to this Agreement, (iv) the road show presentation identified on Schedule D to this Agreement, and (v) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of 11:29 P.M. . m. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Initial Sale Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if anyBase Prospectus, as amended or supplementedsupplemented as of the Applicable Time, including any preliminary prospectus, (ii) the number of Securities and the public offering price per share, (iii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C B hereto, and (iiiiv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of 11:29 5:30 P.M. (Eastern time) on the date of execution and delivery of this Agreement March 10, 2010 (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company Issuer by any Underwriter through the Representatives specifically Representative expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 7(c) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusBase Prospectus, if anyincluding any Preliminary Prospectus, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C B hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicB hereto. As of 11:29 P.M. 3:25 p.m. (Eastern New York City time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if any, as amended or supplementedPre-Pricing Prospectus, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”)Prospectus or Prospectuses, if any, identified in Schedule C B hereto, and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of 11:29 P.M. 3:41 p.m. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), neither (x) the Disclosure Package did nor (y) any individual Issuer Free Writing Prospectus that is not contain part of the Disclosure Package, when considered together with the Disclosure Package, contained any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based or any Issuer Free Writing Prospectus that is not part of the Disclosure Package made in reliance upon and in conformity with written information furnished to the Company and the Operating Partnership in writing by any Underwriter through the Representatives specifically expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if any, as amended or supplementedBase Prospectus, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act Act, if any, identified in Schedule C hereto (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the information included on Schedule D hereto indicating including, but not limited to, information regarding the number of Shares being sold and the price at which the Shares will be sold to the public. As of 11:29 P.M. 9:00 am (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “"Disclosure Package” " shall mean (i) the preliminary prospectus, if anyProspectus, as amended or supplementedsupplemented at the Applicable Time, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “"Issuer Free Writing Prospectus”"), if any, identified in Schedule C B hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto a schedule indicating the number of Shares being sold and the price at which the Shares will be sold to the public. As of 11:29 P.M. 7:45 am (Eastern time) on the date of execution and delivery of this Agreement (the “"Applicable Time”"), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Base Prospectus, including any preliminary prospectus, if anyprospectus supplement, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicC hereto. As of 11:29 P.M. (Eastern 2:40 p.m., New York time) , on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 7(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusany Preliminary Prospectus, if any, as amended or supplemented, as of the Applicable Time (defined below), (ii) the any issuer free writing prospectuses prospectuses, as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C D hereto, (iii) any other free writing prospectus as defined in Rule 405 of the Securities Act (a “Free Writing Prospectus”) that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package as scheduled on Schedule E hereto and (iv) Schedule D hereto a schedule indicating the number of Common Shares being sold and the price at which the Common Shares will be sold to the public. As of 11:29 P.M. [5:30p.m.] (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives (or on behalf of such Underwriter by counsel) specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 8(c) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if any, as amended or supplementedprospectus most recently available prior to the Applicable Time, (ii) the issuer free writing prospectuses prospectus, as defined in Rule 433 of under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C Item (1) of Exhibit B hereto, and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of 11:29 P.M. 1:45 pm (Eastern time) on the date of execution and delivery of this Underwriting Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to statements in or omissions from the Disclosure Package based made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 8 6(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Base Prospectus and the preliminary prospectus, if any, as amended or supplemented, (ii) the any issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C D hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publichereto. As of 11:29 P.M. 10:15 a.m. (Eastern New York City time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company Ventas in writing by any Underwriter through the Representatives specifically expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter the Representatives consists of the information described Underwriter Information (as such in Section 8 hereofdefined below).

Disclosure Package. The term “Disclosure Package” shall mean (i) the Base Prospectus, including any preliminary prospectus, if anyprospectus supplement, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicC hereto. As of 11:29 3:20 P.M. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 7 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusBase Prospectus, if anyincluding any Preliminary Prospectus, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicC hereto. As of 11:29 P.M. 4:00 p.m. (Eastern New York City time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusBase Prospectus, if anyincluding any Preliminary Prospectus, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicC hereto. As of 11:29 P.M. 5:00 p.m. (Eastern New York City time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C III hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto a schedule indicating the number of Shares being sold and the price at which the Shares will be sold to the public. As of 11:29 P.M. ___:00 [a/p]m (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 9 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if any, as amended or supplementedPre-Pricing Prospectus, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”)Prospectus or Issuer Free Writing Prospectuses, if any, identified in Schedule C B hereto, and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of 11:29 P.M. 2:10 p.m. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), neither (x) the Disclosure Package did nor (y) any individual Issuer Free Writing Prospectus that is not contain part of the Disclosure Package, when considered together with the Disclosure Package, contained any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based or any Issuer Free Writing Prospectus that is not part of the Disclosure Package made in reliance upon and in conformity with written information furnished to the Company and the Operating Partnership in writing by any Underwriter through the Representatives specifically expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusBase Prospectus, if anyincluding any Preliminary Prospectus, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicC hereto. As of 11:29 P.M. 2:38 p.m. (Eastern New York City time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Base Prospectus, including any preliminary prospectus, if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C B hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto a schedule indicating the number of Shares being sold and the price at which the Shares will be sold to the public. As of 11:29 P.M. 7:00 p.m. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any the Underwriter consists of the information described as such in Section 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Base Prospectus as supplemented by the preliminary prospectusprospectus supplement dated December 9, if any2005 relating to the Securities filed with the Commission under Rule 424 on the date hereof, as amended or supplementedcollectively, the “Preliminary Prospectus” (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C B hereto, and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of 11:29 P.M. 11:40 am (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Initial Sale Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto a schedule indicating the number of Shares being sold and the price at which the Shares will be sold to the publicpublic in the form of Schedule D hereto. As of 11:29 P.M. 9:45 a.m. (Eastern New York time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically BAS expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Base Prospectus together with the preliminary prospectusprospectus dated May 28, if any, as amended or supplemented2009 (the “Pre-Pricing Prospectus”), (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act Act, if any, identified in Schedule C hereto (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the information included on Schedule D hereto indicating including, but not limited to, information regarding the number of Shares being sold and the price at which the Shares will be sold to the public. As of 11:29 P.M. 8:30 a.m. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Base Prospectus, including any preliminary prospectus, if anyprospectus supplement, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto a schedule indicating the number of Shares being sold and the price at which the Shares will be sold to the public. As of 11:29 P.M. 7:30 p.m. (Eastern New York time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) any Preliminary Prospectus relating to the preliminary prospectusOffering that is filed with the Commission and delivered to investors prior to the Sale Time (as defined herein), if any, as amended or supplemented, and (iiiii) the issuer free writing prospectuses prospectus as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C I hereto, and (iii) any other “free writing prospectus prospectus” (as defined in Rule 405 of the Act) that the parties hereto Company and the Underwriters shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of 11:29 P.M. 9:00 a.m. (Eastern timeTime) on the date of execution and delivery of this Agreement (the “Applicable Sale Time”), ) the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter the Underwriters consists of the information described as such in Section 8 9(c) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusPreliminary Prospectus, if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicC hereto. As of 11:29 P.M. 4:30 p.m. (Eastern time) on the date of execution and delivery of this Agreement March 7, 2014 (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 9(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean mean, collectively, (i) the preliminary prospectus, if anyBase Prospectus that is included in the Registration Statement immediately prior to the Applicable Time (as defined below), as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, ) identified in Schedule C A hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package Package, and (iv) the information set forth in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicB hereto. As of 11:29 P.M. 8:30 a.m. (Eastern New York time) on the date of execution and delivery of this Agreement August 7, 2008 (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any the Underwriter through the Representatives specifically expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any the Underwriter consists of the information described as such in Section 8 9 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if any, prospectus included in the Registration Statement as amended or supplementedof the Applicable Time, (ii) the issuer free writing prospectuses as defined in Rule 433 of under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C B hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and listed on Schedule B hereto, and (iv) the pricing information set forth on Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicC hereto. As of 11:29 P.M. [___:00] [a/p].m. (Eastern New York time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 7(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if any, as amended or supplementedPreliminary Prospectus, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C Annex I hereto, (iii) any other free writing prospectus Issuer Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package Package, and (iv) Schedule D hereto indicating the number of Shares Securities being sold and the price at which the Shares Securities will be sold to the public, which is set forth in Annex II hereto. As of 11:29 P.M. the Initial Sale Time, (Eastern timei) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not not, and (ii) the Issuer Free Writing Prospectuses listed in Annex III hereof taken together with the Disclosure Package did not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusBase Prospectus, if any, including any Preliminary Prospectus as amended or supplemented, supplemented (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicC hereto. As of 11:29 P.M. 12:00 pm (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if any, prospectus that is included in the Registration Statement immediately prior to the Applicable Time (as amended or supplementeddefined below), (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the public. public set forth on Schedule D. As of 11:29 P.M. (Eastern time) [l] am/pm on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 9 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if any, as amended or supplementedprospectus that is included in the Registration Statement immediately prior to the Applicable Time, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the public. public set forth on Schedule D. As of 11:29 P.M. :00 [a/p]m (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 9 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Base Prospectus, including any preliminary prospectus, if anyprospectus supplement, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicC hereto. As of 11:29 P.M. 2:15 (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 7 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusBase Prospectus, if anyincluding any Preliminary Prospectus, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicC hereto. As of 11:29 P.M. 2:30 p.m. (Eastern New York City time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if anyBase Prospectus, as amended or supplementedsupplemented as of the Applicable Time, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C A hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the orally communicated pricing information identified on Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicB hereto. As of 11:29 P.M. 9:00 am (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company Issuer by any the Underwriter through specifically for use therein or by the Representatives specifically Selling Shareholder expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any the Underwriter consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusPreliminary Prospectus dated ▇▇▇▇▇ ▇, if any, as amended or supplemented▇▇▇▇, (ii▇▇) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of 11:29 P.M. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Initial Sale Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The immediately preceding sentence does not apply to statements in or omissions from the Disclosure Package (i) based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 8 hereof, or (ii) relating to that part of the Registration Statement that constitutes the Statement of Eligibility and Qualifications on Form T-1 of the Trustee under the Trust Indenture Act.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if any, as amended or supplementedprospectus most recently available prior to the Applicable Time, (ii) the issuer free writing prospectuses as defined in Rule 433 of under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C EXHIBIT B hereto, and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of 11:29 P.M. 4:00 pm (Eastern time) on the date of execution and delivery of this Underwriting Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the Table of Contents circumstances under which they were made, not misleading. The preceding sentence does Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to statements in or omissions from the Disclosure Package based made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically Representative expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representative consists of the information described as such in Section 8 6 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Base Prospectus and any preliminary prospectus, if any, as amended or supplemented, (ii) the Final Term Sheet (as defined herein), (iii) any other issuer free writing prospectuses as defined in Rule 433 of under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified that the parties hereto shall hereafter expressly agree in Schedule C hereto, writing to treat as part of the Disclosure Package and (iiiiv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of 11:29 P.M. (Eastern 7:30 a.m., New York time) , on the date of day after the execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean mean, collectively, (i) the preliminary prospectusprospectus that is included in the Registration Statement immediately prior to the Initial Sale Time (as defined below), if any, as amended or supplementedsupplemented (the “Pricing Prospectus”), (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, ) identified in Schedule C hereto, II hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of 11:29 P.M. [time] (Eastern timeTime) on the date of execution and delivery of this Agreement (the “Applicable Initial Sale Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusmost recent Preliminary Prospectus filed with the Commission pursuant to Rule 424(b) prior to or on the date hereof (including for purposes of this Agreement, if any, as amended any amendment thereto or supplementeddocuments incorporated by reference therein prior to or on the date of this Agreement) (the “most recent Preliminary Prospectus”), (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicC hereto. As of 11:29 P.M. 2:18 p.m. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 7(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusPreliminary Prospectus, if any, as amended or supplementedincluding the Base Prospectus included therein, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C B hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicB hereto. As of 11:29 P.M. 3:45 p.m. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company Issuers by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representative consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C B hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the public. As of 11:29 P.M. [5:00 p.m.] (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use inclusion therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusPreliminary Prospectus dated May 20, if any, as amended or supplemented2009, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of 11:29 P.M. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Initial Sale Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if anyPreliminary Prospectus, as amended or supplemented, (ii) the issuer “free writing prospectuses prospectuses,” as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C B hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package Package, and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicB hereto. As of 11:29 P.M. 3:30 p.m. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, ; it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean mean, collectively, (i) the preliminary prospectus, if any, as amended or supplementedsupplemented as of the Applicable Time (as defined below), (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C B hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the information set forth on Schedule D hereto C hereto, indicating the number of Shares being sold and the price at which the Shares will be sold to the public. As of 11:29 P.M. [__][a./p.]m. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusPreliminary Prospectus, if any, as amended or supplementedincluding the Base Prospectus included therein, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C B hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicB hereto. As of 11:29 P.M. 4:00 p.m. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company Issuers by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representative consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if any, as amended or supplementedprospectus most recently available prior to the Applicable Time, (ii) the issuer free writing prospectuses prospectus, as defined in Rule 433 of under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C Item (1) of Exhibit B hereto, and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of 11:29 P.M. 2:30 pm (Eastern time) on the date of execution and delivery of this Underwriting Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to statements in or omissions from the Disclosure Package based made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 8 6(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Base Prospectus, including any preliminary prospectus, if anyprospectus supplement, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicC hereto. As of 11:29 P.M. 2:00 p.m. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter the Representatives consists of the information described as such in Section 8 6 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Base Prospectus, including any preliminary prospectus, if anyprospectus supplement, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicC hereto. As of 11:29 P.M. (Eastern 3:10 P.M., New York time) , on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 7(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Base Prospectus, including any preliminary prospectus, if any, as amended or supplementedprospectus supplement, (ii) the issuer free writing prospectuses as defined in Rule 433 of under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C B hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto a schedule indicating the number of Shares being sold and the price at which the Shares will be sold to the public. As of 11:29 P.M. 6:00 p.m. (Eastern New York time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically BAS expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Base Prospectus, including any preliminary prospectus, if anyprospectus supplement, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicC hereto. As of 11:29 P.M. 2:30 pm (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 7 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Base Prospectus, including any preliminary prospectusprospectus supplement, if any, as amended or supplemented, (ii) the Final Term Sheet (as defined herein), (iii) any other issuer free writing prospectuses as defined in Rule 433 of under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified that the parties hereto shall hereafter expressly agree in Schedule C hereto, writing to treat as part of the Disclosure Package and (iiiiv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of 11:29 P.M. (Eastern 10:00 a.m., New York time) , on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically BAS expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if any, as amended or supplementedprospectus most recently available prior to the Applicable Time, (ii) the issuer free writing prospectuses as defined in Rule 433 of under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C Exhibit B hereto, and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of 11:29 P.M. 3:15 pm (Eastern time) on the date of execution and delivery of this Underwriting Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to statements in or omissions from the Disclosure Package based made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 8 6(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Base Prospectus, including any preliminary prospectus, if anyprospectus supplement, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicC hereto. As of 11:29 P.M. 2:30 p.m. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter the Representatives consists of the information described as such in Section 8 6 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Base Prospectus together with the preliminary prospectusprospectus dated April 14, if any, as amended or supplemented2010 (the “Pre-Pricing Prospectus”), (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act Act, if any, identified in Schedule C hereto (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the information included on Schedule D hereto indicating including, but not limited to, information regarding the number of Shares being sold and the price at which the Shares will be sold to the public. As of 11:29 P.M. 8:30 a.m. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if any, as amended or supplementedPre-Pricing Prospectus, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”)Prospectus or Issuer Free Writing Prospectuses, if any, identified in Schedule C B hereto, and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of 11:29 P.M. 2:55 p.m. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), neither (x) the Disclosure Package did nor (y) any individual Issuer Free Writing Prospectus that is not contain part of the Disclosure Package, when considered together with the Disclosure Package, contained any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based or any Issuer Free Writing Prospectus that is not part of the Disclosure Package made in reliance upon and in conformity with written information furnished to the Company and the Operating Partnership in writing by any Underwriter through the Representatives specifically expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Base Prospectus together with the preliminary prospectusprospectus dated October 27, if any, as amended or supplemented2010 (the “Pre-Pricing Prospectus”), (ii) the issuer free writing prospectus or prospectuses (as defined in Rule 433 of the Securities Act Act), if any, identified in Schedule B hereto (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of 11:29 P.M. 5:19 p.m. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based made in reliance upon and in conformity with written information furnished to the Company and the Operating Partnership in writing by any Underwriter through the Representatives specifically expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean mean, collectively, (i) the preliminary prospectusprospectus that is included in the Registration Statement immediately prior to the Initial Sale Time (as defined below), if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, ) identified in Schedule C B hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package Package, and (iv) Schedule D hereto indicating hereto, which indicates the number of Common Shares being sold and the price at which the Common Shares will be sold to the public. As of 11:29 P.M. 8:00 p.m. (Eastern New York time) on the date of execution and delivery of this Agreement (the “Applicable Initial Sale Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 9 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Base Prospectus, including the most recent preliminary prospectus, if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicC hereto. As of 11:29 P.M. 2:45 p.m. (Eastern New York City time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not not, and at the Closing Time will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter the Representative consists of the information described as such in Section 8 hereofUnderwriter Information.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusPreliminary Prospectus dated May 18, if any, as amended or supplemented2010, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of 11:29 P.M. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Initial Sale Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if any, as amended or supplementedPre-Pricing Prospectus, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”)Prospectus or Issuer Free Writing Prospectuses, if any, identified in Schedule C B hereto, and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of 11:29 P.M. 3:00 p.m. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), neither (x) the Disclosure Package did nor (y) any individual Issuer Free Writing Prospectus that is not contain part of the Disclosure Package, when considered together with the Disclosure Package, contained any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based or any Issuer Free Writing Prospectus that is not part of the Disclosure Package made in reliance upon and in conformity with written information furnished to the Company and the Operating Partnership in writing by any Underwriter through the Representatives specifically expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusBase Prospectus, if anyincluding any Preliminary Prospectus, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicC hereto. As of 11:29 P.M. 2:40 p.m. (Eastern New York City time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusPreliminary Prospectus, if any, as amended or supplementedincluding the Base Prospectus included therein, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C B hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicB hereto. As of 11:29 P.M. 2:30 p.m. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company Issuers by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if any, as amended or supplementedPre-Pricing Prospectus, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”)Prospectus or Issuer Free Writing Prospectuses, if any, identified in Schedule C B hereto, and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of 11:29 P.M. 3:20 p.m. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), neither (x) the Disclosure Package did nor (y) any individual Issuer Free Writing Prospectus that is not contain part of the Disclosure Package, when considered together with the Disclosure Package, contained any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based or any Issuer Free Writing Prospectus that is not part of the Disclosure Package made in reliance upon and in conformity with written information furnished to the Company and the Operating Partnership in writing by any Underwriter through the Representatives specifically expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusPreliminary Prospectus, if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C B hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicB hereto. As of 11:29 P.M. 3:40 p.m. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean mean, collectively (i) the preliminary prospectusprospectus that is included in the Registration Statement immediately prior to the Applicable time (as defined below), if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C B hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto a schedule indicating the number of Shares being sold and the price at which the Shares will be sold to the public. As of 11:29 P.M. :00 [a/p]m (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusPreliminary Prospectus dated August 15, if any, as amended or supplemented2011, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of 11:29 P.M. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Initial Sale Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if any, as amended or supplementedprospectus most recently available prior to the Applicable Time, (ii) the issuer free writing prospectuses prospectus, as defined in Rule 433 of under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C Item (1) of Exhibit B hereto, and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of 11:29 P.M. 3:20 pm (Eastern time) on the date of execution and delivery of this Underwriting Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to statements in or omissions from the Disclosure Package based made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 8 6(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if anyBase Prospectus, as amended or supplemented, including any preliminary prospectus supplement, (ii) the issuer free writing prospectuses as defined in Rule 433 of under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating hereto, which indicates the number of Shares being sold and the price at which the Shares will be sold to the public. As of 11:29 P.M. 6:00 p.m. (Eastern New York time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically ML and by any Selling Shareholder expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter and any Selling Shareholder consists of the information described as such in Section 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusPreliminary Prospectus dated September 10, if any, as amended or supplemented2012, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of 11:29 P.M. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Initial Sale Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Base Prospectus together with the preliminary prospectusprospectus supplement dated April 5, if any2011 (together, as amended or supplementedthe “Pre-Pricing Prospectus”), (ii) the issuer free writing prospectus or prospectuses (as defined in Rule 433 of the Securities Act Act), if any, identified in Schedule C hereto (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the information included on Schedule D hereto indicating including, but not limited to, information regarding the number of Shares being sold and the price at which the Shares will be sold to the public. As of 11:29 P.M. 8:15 a.m. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based made in reliance upon and in conformity with written information furnished to the Company and the Operating Partnership in writing by any Underwriter through the Representatives specifically expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Base Prospectus, including any preliminary prospectus, if anyprospectus supplement, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicC hereto. As of 11:29 P.M. 2:45 p.m. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 7 hereof.

Disclosure Package. The term “"Disclosure Package” " shall mean (i) the Base Prospectus as supplemented by the preliminary prospectusprospectus supplement dated January 18, if any, as amended or supplemented2006 relating to the Securities and the offering thereof and filed by the Company with the Commission under Rule 424(b) of the Securities Act on such date, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”)Act, if any, identified in Schedule C heretohereto (each, an "Issuer Free Writing Prospectus"), (iii) any other free writing prospectus that the parties hereto shall hereafter mutually expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicC hereto. As of 11:29 P.M. 3:30 pm (Eastern time) on the date of execution and delivery of this Agreement (the “"Applicable Time”"), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 7 hereof.

Disclosure Package. The term “"Disclosure Package” " shall mean (i) the preliminary prospectus, if anydated , 2008, as amended or supplemented, supplemented (the "Preliminary Prospectus"); (ii) the issuer free writing prospectuses as defined in Rule 433 of under the Securities Act (each, an “"Issuer Free Writing Prospectus”"), if any, identified in Schedule C B hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto a schedule indicating the number of Shares being sold and the price at which the Shares will be sold to the public. As of 11:29 P.M. :00 [a/p].m. (Eastern New York time) on the date of execution and delivery of this Agreement (the “"Applicable Time”"), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company Trust by any Underwriter through the Representatives specifically expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusBase Prospectus, if anyincluding any Preliminary Prospectus, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicC hereto. As of 11:29 P.M. 4:21 p.m. (Eastern New York City time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if anyBase Prospectus, as amended or supplementedsupplemented as of the Applicable Time, including any preliminary prospectus supplement, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C B hereto, and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package Package. The Issuers will prepare a final term sheet containing only a description of the Securities, in substantially the form attached hereto as Schedule C, and will file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by such rule (iv) Schedule D hereto indicating such term sheet, the number “Final Term Sheet”). The Final Term Sheet is an Issuer Free Writing Prospectus for purposes of Shares being sold and the price at which the Shares will be sold to the publicthis Agreement. As of 11:29 6:00 P.M. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company Issuers by any Underwriter through the Representatives specifically Representative expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 7(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Base Prospectus, including any preliminary prospectus, if anyprospectus supplement, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicC hereto. As of 11:29 P.M. 3:20 p.m. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter the Representative consists of the information described as such in Section 8 6 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusBase Prospectus, including any Preliminary Prospectus, if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicC hereto. As of 11:29 P.M. 4:30 p.m. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company Issuers by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “"Disclosure Package” " shall mean (i) the preliminary prospectusprospectus dated as of , if any, as amended or supplemented2007, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “"Issuer Free Writing Prospectus”"), if any, any identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the information contained on Schedule D hereto indicating hereto, which contains the number of Shares being sold and the price at which the Shares will be sold to the public. As of 11:29 P.M. :00 [a./p.]m. (Eastern time) on the date of execution and delivery of this Agreement (the “"Applicable Time”"), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if any, as amended or supplementedPre-Pricing Prospectus, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”)Prospectus or Issuer Free Writing Prospectuses, if any, identified in Schedule C B hereto, and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of 11:29 P.M. 3:45 p.m. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), neither (x) the Disclosure Package did nor (y) any individual Issuer Free Writing Prospectus that is not contain part of the Disclosure Package, when considered together with the Disclosure Package, contained any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based or any Issuer Free Writing Prospectus that is not part of the Disclosure Package made in reliance upon and in conformity with written information furnished to the Company and the Operating Partnership in writing by any Underwriter through the Representatives specifically expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusPreliminary Prospectus dated October 17, if any, as amended or supplemented2014, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of 11:29 P.M. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Initial Sale Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The immediately preceding sentence does not apply to statements in or omissions from the Disclosure Package (i) based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 8 hereof, or (ii) relating to that part of the Registration Statement that constitutes the Statement of Eligibility and Qualifications on Form T-1 of the Trustee under the Trust Indenture Act.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Base Prospectus, including any preliminary prospectus, if anyprospectus supplement, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C III hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicIII hereto. As of 11:29 P.M. 5:00 pm (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 7 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusPreliminary Prospectus, if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C B hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicB hereto. As of 11:29 P.M. 4:45 p.m. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Base Prospectus, including the most recent preliminary prospectus, if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, any identified in Schedule C hereto, and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of 11:29 P.M. 9:15 a.m. (Eastern New York City time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not not, and at the Closing Time and each Date of Delivery will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter the Representatives consists of the information described as such in Section 8 hereofUnderwriter Information.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusPreliminary Prospectus, if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicC hereto. As of 11:29 P.M. 3:29 p.m. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company Issuers by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusStatutory Prospectus, if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other “free writing prospectus prospectus” as defined in Rule 405 of the Securities Act (a “Free Writing Prospectus”) that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto a schedule indicating the number of Common Shares being sold and the price at which the Common Shares will be sold to the public. As of 11:29 P.M. 5:45 p.m. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Initial Sale Time”), the Disclosure Package consisted of the documents identified in Schedule F hereto and did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusPreliminary Prospectus dated October 31, if any, as amended or supplemented2022, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of 11:29 P.M. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Initial Sale Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusPreliminary Prospectus dated February 2, if any, as amended or supplemented2011, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of 11:29 P.M. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Initial Sale Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusprospectus dated August 17, if any2021, as amended or supplementedsupplemented as of the Applicable Time (as defined below), (ii) the issuer free writing prospectuses as defined in Rule 433 of under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C B hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicB hereto. As of 11:29 P.M. 2:50 p.m. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company Issuer and the Guarantor by any Underwriter through the Representatives specifically expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 7(b) hereof.. 44755712.6

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusPreliminary Prospectus, if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicC hereto. As of 11:29 P.M. 5:39 p.m. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company Issuers by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C B hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the information conveyed orally to investors at the time of pricing identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicC hereto. As of 11:29 P.M. 5:00 pm (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusPreliminary Prospectus dated July 30, if any, as amended or supplemented2008, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, Annex I hereto and (iii) any other free writing prospectus prospectuses that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of 11:29 P.M. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Initial Sale Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C B hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto a schedule indicating the number of Shares being sold and the price at which the Shares will be sold to the public. As of 11:29 P.M. ___:00 [a/p]m (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Disclosure Package. The term “"Disclosure Package” " shall mean (i) the preliminary prospectus, if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “"Issuer Free Writing Prospectus”"), if any, identified in Schedule C B hereto, (iii) the pricing terms set forth in Schedule C to this Agreement, (iv) the road show presentation identified on Schedule D to this Agreement, and (v) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of 11:29 P.M. . m. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable "Initial Sale Time”"), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus, which includes the Base Prospectus and the preliminary prospectusprospectus supplement, as most recently amended or supplemented, if any, as amended or supplementedidentified in Schedule C hereto, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Common Shares will be sold to the public. As of 11:29 P.M. 8:15 a.m. (Eastern timeTime) on the date following the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein or by or on behalf of any Selling Shareholder specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Base Prospectus and the preliminary prospectus, if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicC hereto. As of 11:29 P.M. 5:00 p.m. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company Ventas by or on behalf of any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representative consists of the information described Underwriter Information (as such in Section 8 hereofdefined below).

Disclosure Package. The term “"Disclosure Package” " shall mean (i) the preliminary prospectus, as most recently amended or supplemented immediately prior [ ] p.m. (Eastern time) on the date of the execution and delivery of this Agreement (the "Applicable Time"), if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “"Issuer Free Writing Prospectus”"), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) Schedule D hereto indicating the number of Shares being sold and the price at which the Common Shares will be sold to the public. As of 11:29 P.M. (Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein or by or on behalf of any Selling Shareholder specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.