Common use of Disclosure Package Clause in Contracts

Disclosure Package. The term “Disclosure Package” shall mean (i) the 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 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. As of . m. (Eastern time) on the date of this Agreement (the “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 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 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 PackagePackage and (iv) a schedule indicating the number of Shares being sold and the price at which the Shares will be sold to the public. As of . m. ___:00 ___ (Eastern time) on the date of execution and delivery of this Agreement (the “Initial Sale 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 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 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule 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 PackagePackage and (iv) 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 :00 [a/p].m. m. (Eastern New York time) on the date of execution and delivery of this Agreement (the “Initial Sale 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 Representative specifically Representatives 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 prospectusprospectus 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 B C 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 PackagePackage and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule C hereto. As of . m. (Eastern 4:45 P.M., London time) , on the date of this Agreement (the “Initial Sale 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 Representative 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, 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 B Annex I 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 Issuer Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package, and (iv) the number of Securities being sold and the price at which the Securities will be sold to the public, which is set forth in Annex II hereto. As of . m. (Eastern time) on the date of this Agreement (the “Initial Sale Time”), (i) 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 Representative 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 the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B C 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 PackagePackage 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 . m. 11:29 P.M. (Eastern time) on the date of execution and delivery of this Agreement (the “Initial Sale 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 Representative 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 prospectusPricing 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 B A hereto, (iii) the pricing terms set forth in Schedule C to this Agreement, (iv) the road show presentation identified on Schedule D B to this Agreement, and (viv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. The term “Testing-the-Waters Communication” means any oral or written communication with potential investors in reliance on Section 5(d) of the Securities Act. The term “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 of the Securities Act Regulations. As of . m. (Eastern time) on the date of this Agreement (the “Initial Sale 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 Representative 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 Base Prospectus together with the preliminary prospectusprospectus supplement dated April 5, as amended or supplemented2011 (together, 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 C hereto (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule 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 PackagePackage and (iv) the information included on Schedule D hereto 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 . m. 8:15 a.m. (Eastern time) on the date of this Agreement (the “Initial Sale 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 Representative specifically Representatives 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, 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 B C 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 PackagePackage and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule C hereto. As of . m. 4:30 p.m. (Eastern time) on the date of this Agreement (the “Initial Sale 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 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 prospectusPreliminary Prospectus, 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 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 PackagePackage and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule B hereto. As of . m. 2:30 p.m. (Eastern time) on the date of this Agreement (the “Initial Sale 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 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, 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 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 PackagePackage and listed on Schedule B hereto, and (iv) the pricing information set forth on Schedule C hereto. As of [___:00] [a/p].m. m. (Eastern New York time) on the date of execution and delivery of this Agreement (the “Initial Sale 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 Representative specifically Representatives 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, as amended or supplementedprospectus supplement, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Shares (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule 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 prospectus” (as defined in Rule 405 of the Securities Act) that the parties hereto Representative and the Company shall hereafter expressly agree in writing to treat as part of the Disclosure Package, and (iv) Schedule C hereto, which indicates the number of Shares being sold and the price at which the Shares will be sold to the public in accordance with this Agreement and the estimated proceeds to the Company from the sale of the Shares. As of . m. 6:00 p.m. (Eastern time) on the date of execution and delivery of this Agreement (the “Initial Sale 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 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, 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 B C 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. Package and (iv) the number of Shares being sold and the price at which the Shares will be sold to the public set forth on Schedule D. As of . m. (Eastern time) [l] am/pm on the date of this Agreement (the “Initial Sale 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 Representative 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, 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 B C 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. Package and (iv) the number of Shares being sold and the price at which the Shares will be sold to the public set forth on Schedule D. As of . m. :00 [a/p]m (Eastern time) on the date of this Agreement (the “Initial Sale 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 Representative 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 prospectusBase Prospectus, including 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 B C 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 PackagePackage and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule C hereto. As of . m. 4:21 p.m. (Eastern New York City time) on the date of this Agreement (the “Initial Sale 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 Representative 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 prospectusprospectus 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 B C 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 PackagePackage and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule C hereto. As of . m. (Eastern 2:40 p.m., New York time) , on the date of this Agreement (the “Initial Sale 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 Representative 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 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 B C 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 PackagePackage and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule C hereto. As of . m. 5:00 p.m. (Eastern time) on the date of this Agreement (the “Initial Sale 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 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 Base Prospectus, including any preliminary prospectusprospectus 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 B C 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 PackagePackage and (iv) a schedule indicating the number of Shares being sold and the price at which the Shares will be sold to the public. As of . m. 7:30 p.m. (Eastern New York time) on the date of execution and delivery of this Agreement (the “Initial Sale 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 Representative specifically Xxxxxx Xxxxxxx 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 prospectusprospectus dated as of , 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 B C 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 PackagePackage and (iv) the information contained on Schedule D hereto, which contains the number of Shares being sold and the price at which the Shares will be sold to the public. As of :00 [a./p.]m. m. (Eastern time) on the date of execution and delivery of this Agreement (the “Initial Sale "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 Representative 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, including 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 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 PackagePackage and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule B hereto. As of . m. 2:25 p.m. (Eastern New York City time) on the date of this Agreement (the “Initial Sale 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 Representative 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 prospectusStatutory Prospectus, as amended or supplementedif any, (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 B C 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 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 PackagePackage and (iv) 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 . m. 5:45 p.m. (Eastern time) on the date of this Agreement (the “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 Representative 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 June 12, 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 B hereto, Annex I hereto and (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. As of . m. (Eastern time) on the date of this Agreement (the “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 Representative 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 B III 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 PackagePackage and (iv) a schedule indicating the number of Shares being sold and the price at which the Shares will be sold to the public. As of . m. ___:00 [a/p]m (Eastern time) on the date of execution and delivery of this Agreement (the “Initial Sale 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 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 prospectusPreliminary Prospectus, 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 B B.1 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 PackagePackage and (iv) the information set forth in Schedule B.2 hereto, indicating the number of Shares being sold and the price at which the Shares will be sold to the public. As of . m. 6:00 p.m. (Eastern New York City time) on the date of this Agreement December 14, 2009 (the “Initial Sale 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 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 Information (as such defined in Section 8 hereof7).

Disclosure Package. The term “Disclosure Package” shall mean (i) the Base Prospectus, including 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 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 PackagePackage and (iv) a schedule indicating the number of Shares being sold and the price at which the Shares will be sold to the public. As of . m. 7:00 p.m. (Eastern time) on the date of execution and delivery of this Agreement (the “Initial Sale 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 Representative 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 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 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 PackagePackage and (iv) a schedule indicating the number of Shares being sold and the price at which the Shares will be sold to the public. As of . m. ___:00 [a/p]m (Eastern time) on the date of execution and delivery of this Agreement (the “Initial Sale 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 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 Base Prospectus, including any preliminary prospectusprospectus 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 B C 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 PackagePackage and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule C hereto. As of . m. 3:20 p.m. (Eastern time) on the date of this Agreement (the “Initial Sale 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 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 Base Prospectus as supplemented by the preliminary prospectusprospectus supplement dated July 31, as amended or supplemented2006 relating to the Stock and filed by the Company with the Commission under Rule 424(b) of the Securities Act on such date, together with the public offering price of $33.75 per share of Stock, (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 B hereto, hereto and (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. As of . m. 8:00 p.m. (Eastern time) on the date of this Agreement (the “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 Representative 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(c) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusBase 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 B C 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 PackagePackage and (iv) the orally communicated pricing information identified on Schedule B hereto. As of . m. 6:30 P.M. (Eastern time) on the date of this Agreement (the “Initial Sale 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 Representative specifically Representatives 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 mean, collectively, (i) the preliminary prospectusBase 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 B A 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) the information set forth in Schedule B hereto. As of . m. 8:30 a.m. (Eastern New York time) on the date of this Agreement August 7, 2008 (the “Initial Sale 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 Representative 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) 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), 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 B I hereto, and (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 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. As of . m. 9:00 a.m. (Eastern timeTime) on the date of this Agreement (the “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 Representative 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 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 B C 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 PackagePackage and (iv) a schedule indicating the number of Shares being sold and the price at which the Shares will be sold to the public. As of . m. :00 [a/p]m (Eastern time) on the date of execution and delivery of this Agreement (the “Initial Sale 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 Representative 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 prospectusprospectus supplement, 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 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 PackagePackage and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule B hereto. As of . m. 3:19 pm (Eastern time) on the date of this Agreement (the “Initial Sale 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 Representative 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 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusPreliminary Prospectus dated September 10, 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 B hereto, Annex I hereto and (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. As of . m. (Eastern time) on the date of this Agreement (the “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 Representative 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 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 PackagePackage and (iv) the number of Shares being sold and the price at which the Shares will be sold to the public. As of . m. [5:00 p.m.] (Eastern time) on the date of execution and delivery of this Agreement (the “Initial Sale 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 Representative 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 Base Prospectus as supplemented by the preliminary prospectusprospectus supplement dated January 18, 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 B heretoC hereto (each, an "Issuer Free Writing Prospectus"), (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 mutually expressly agree in writing to treat as part of the Disclosure PackagePackage and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule C hereto. As of . m. 3:30 pm (Eastern time) on the date of this Agreement (the “Initial Sale "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 Representative 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, 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 B C 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 PackagePackage and (iv) a schedule indicating the number of Shares being sold and the price at which the Shares will be sold to the public. As of . m. 7:00 p.m. (Eastern New York time) on the date of execution and delivery of this Agreement (the “Initial Sale 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 Representative specifically ML 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, 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 B C 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 PackagePackage 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 . m. 7:45 A.M. (Eastern time) on the date of this Agreement April 18, 2007 (the “Initial Sale 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 Representative 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 June 25, 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, identified in Schedule B hereto, Annex I hereto and (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 PackagePackage and identified in Annex II hereto. As of . m. (Eastern time) on the date of this Agreement (the “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 Representative 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, 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 Exhibit B hereto, and (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. As of . m. 3:15 pm (Eastern time) on the date of this Underwriting Agreement (the “Initial Sale 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 Representative specifically Representatives 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 prospectusprospectus 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 B C 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 PackagePackage and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule C hereto. As of . m. 2:30 p.m. (Eastern time) on the date of this Agreement (the “Initial Sale 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 Representative 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 preliminary prospectusPreliminary Prospectus dated October 20, 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 B hereto, Annex I hereto and (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. As of . m. (Eastern time) on the date of this Agreement (the “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 Representative 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, which includes the Base Prospectus and the preliminary prospectusprospectus supplement, as most recently amended or supplemented, if any, identified 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 B C hereto, and (iii) the pricing terms set forth in Schedule C to this Agreement, (iv) the road show presentation identified on Schedule D hereto indicating the number of Shares being sold and the price at which the Common Shares will be sold 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 Packagepublic. As of . m. 8:15 a.m. (Eastern timeTime) on the date following the date of execution and delivery of this Agreement (the “Initial Sale 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 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 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 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, ) identified in Schedule B C 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, 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 . m. 8:00 a.m. (Eastern New York time) on the date of this Agreement February 13, 2008 (the “Initial Sale 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 Representative specifically Representatives 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 preliminary prospectusBase Prospectus, including 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 B C 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 PackagePackage and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule C hereto. As of . m. 2:30 p.m. (Eastern New York City time) on the date of this Agreement (the “Initial Sale 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 Representative 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, 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 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 PackagePackage and (iv) the information included on Schedule D hereto 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 . m. 9:00 am (Eastern time) on the date of execution and delivery of this Agreement (the “Initial Sale 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 Representative 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, 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 Item (1) of Exhibit B hereto, and (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. As of . m. 1:45 pm (Eastern time) on the date of this Underwriting Agreement (the “Initial Sale 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 Representative specifically Representatives 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 together with the preliminary prospectusprospectus dated May 28, 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 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 PackagePackage and (iv) the information included on Schedule D hereto 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 . m. 8:30 a.m. (Eastern time) on the date of execution and delivery of this Agreement (the “Initial Sale 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 Representative 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, 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 Item (1) of Exhibit B hereto, and (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. As of . m. 2:30 pm (Eastern time) on the date of this Underwriting Agreement (the “Initial Sale 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 Representative specifically Representatives 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 prospectusprospectus 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 B C 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 PackagePackage and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule C hereto. As of . m. 2:00 p.m. (Eastern time) on the date of this Agreement (the “Initial Sale 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 Representative 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 prospectusprospectus 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 B C 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 PackagePackage and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule C hereto. As of . m. (Eastern 3:10 P.M., New York time) , on the date of this Agreement (the “Initial Sale 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 Representative 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 as supplemented by the preliminary prospectusprospectus supplement dated December 9, as amended or supplemented2005 relating to the Securities filed with the Commission under Rule 424 on the date hereof, collectively, 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 B hereto, and (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. As of . m. 11:40 am (Eastern time) on the date of this Agreement (the “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 Representative 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 together with the preliminary prospectusprospectus dated October 27, 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 B hereto, and (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. As of . m. 5:19 p.m. (Eastern time) on the date of this Agreement (the “Initial Sale 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 Representative specifically Representatives 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 prospectusprospectus 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 B C 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 PackagePackage and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule C hereto. As of . m. 5:26 p.m. (Eastern time) on the date of this Agreement (the “Initial Sale 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 Representative 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 preliminary prospectusProspectus, 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 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 PackagePackage and (iv) a schedule indicating the number of Shares being sold and the price at which the Shares will be sold to the public. As of . m. 7:45 am (Eastern time) on the date of execution and delivery of this Agreement (the “Initial Sale "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 Representative 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 prospectusStatutory Prospectus, as amended or supplementedif any, (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 B C 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 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 PackagePackage and (iv) 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 . m. :00 [a/p]m (Eastern time) on the date of this Agreement (the “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 Representative 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, 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 EXHIBIT B hereto, and (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. As of . m. 4:00 pm (Eastern time) on the date of this Underwriting Agreement (the “Initial Sale 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 Representative 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 Representative consists of the information described as such in Section 8 6 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 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 PackagePackage and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule B hereto. As of . m. 4:45 p.m. (Eastern time) on the date of this Agreement (the “Initial Sale 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 Representative 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, including 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 B C 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 PackagePackage and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule C hereto. As of . m. 2:40 p.m. (Eastern New York City time) on the date of this Agreement (the “Initial Sale 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 Representative 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 prospectusprospectus 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 B C 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 PackagePackage and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule C hereto. As of . m. 3:20 P.M. (Eastern time) on the date of this Agreement (the “Initial Sale 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 Representative 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 prospectus, 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 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 PackagePackage and (iv) a schedule indicating the number of Shares being sold and the price at which the Shares will be sold to the public. As of . m. 6:00 p.m. (Eastern New York time) on the date of execution and delivery of this Agreement (the “Initial Sale 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 Representative 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 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 B D 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 PackagePackage and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule D hereto. As of . m. 10:15 a.m. (Eastern New York City time) on the date of this Agreement (the “Initial Sale 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 Ventas in writing by the Company by any Underwriter through the Representative specifically Representatives 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 as supplemented by the preliminary prospectusprospectus supplement dated January 25, as amended or supplemented2006 relating to the Notes 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”), if any, identified in Schedule B hereto, hereto and (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. As of . m. 4:00 pm (Eastern time) on the date of this Agreement (the “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 Representative 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 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 B C 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 PackagePackage and (iv) a schedule indicating the number of Shares being sold and the price at which the Shares will be sold to the public in the form of Schedule D hereto. As of . m. 9:45 a.m. (Eastern New York time) on the date of execution and delivery of this Agreement (the “Initial Sale 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 Representative 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 prospectusprospectus 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 B C 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 PackagePackage and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule C hereto. As of . m. 2:33 p.m. (Eastern time) on the date of this Agreement (the “Initial Sale 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 Representative 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 preliminary prospectusPreliminary 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 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) the Final Term Sheet (as defined herein), which also shall be identified in Schedule B hereto. As of . m. 3:30 p.m. (Eastern time) on the date of this Agreement (the “Initial Sale 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 Representative 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 November 15, as amended or supplemented2019, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, each an “Issuer Free Writing Prospectus”), if any, identified in Schedule B hereto, Annex I hereto and (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 PackagePackage and identified in Annex II hereto. As of . m. (Eastern time) on the date of this Agreement (the “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 Representative 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, 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 Item (1) of Exhibit B hereto, and (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. As of . m. 3:20 pm (Eastern time) on the date of this Underwriting Agreement (the “Initial Sale 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 Representative specifically Representatives 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 prospectusBase 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 B C 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 PackagePackage and (iv) Schedule D hereto, which indicates the number of Shares being sold and the price at which the Shares will be sold to the public. As of . m. 6:00 p.m. (Eastern New York time) on the date of execution and delivery of this Agreement (the “Initial Sale 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 Representative 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 Base Prospectus, including any preliminary prospectusprospectus 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 B C 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 PackagePackage and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule C hereto. As of . m. 2:15 (Eastern time) on the date of this Agreement (the “Initial Sale 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 Representative 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 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 PackagePackage and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule B hereto. As of . m. 3:40 p.m. (Eastern time) on the date of this Agreement (the “Initial Sale 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 Representative 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 prospectusprospectus 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 B C 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 PackagePackage and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule C hereto. As of . m. 2:30 pm (Eastern time) on the date of this Agreement (the “Initial Sale 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 Representative 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 B hereto, (iii) writing to treat as part of the pricing terms set forth in Schedule C to this Agreement, Disclosure Package and (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. As of . m. (Eastern 10:00 a.m., New York time) , on the date of execution and delivery of this Agreement (the “Initial Sale 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 Representative 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 Base Prospectus, including the most recent 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 B C 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 PackagePackage and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule C hereto. As of . m. 2:45 p.m. (Eastern New York City time) on the date of this Agreement (the “Initial Sale 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 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 Base Prospectus, including any preliminary prospectusprospectus 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 B C 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 PackagePackage and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule C hereto. As of . m. 2:45 p.m. (Eastern time) on the date of this Agreement (the “Initial Sale 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 Representative 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 and any preliminary prospectus, 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 B hereto, (iii) writing to treat as part of the pricing terms set forth in Schedule C to this Agreement, Disclosure Package and (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. As of . m. (Eastern 7:30 a.m., New York time) , on the date day after the execution and delivery of this Agreement (the “Initial Sale 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 Representative specifically Representatives 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, 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 B Annex I 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 Issuer Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package, and (iv) the number of Securities being sold and the price at which the Securities will be sold to the public, which is set forth in Annex II hereto. As of . m. (Eastern time) on the date of this Agreement (the “Initial Sale Time”), (i) 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 Representative 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, 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 B C 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 PackagePackage and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule C hereto. As of . m. 12:00 pm (Eastern time) on the date of this Agreement (the “Initial Sale 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 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 prospectusBase Prospectus, including 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 B C 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 PackagePackage and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule C hereto. As of . m. 2:38 p.m. (Eastern New York City time) on the date of this Agreement (the “Initial Sale 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 Representative 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, including 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 B C 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 PackagePackage and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule C hereto. As of . m. 4:00 p.m. (Eastern New York City time) on the date of this Agreement (the “Initial Sale 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 Representative 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, including 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 B C 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 PackagePackage and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule C hereto. As of . m. 5:00 p.m. (Eastern New York City time) on the date of this Agreement (the “Initial Sale 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 Representative 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.